Tata Coffee LTD Annual Report 2014 15-2-24mb 22-07-15

T H E
B E A N
C O U N T S
Contents
2
Managing
Director and
CEOs Message
Enriching a
culture of
differentiation
Differentiation
is in our
sustainable
farm practices
10
11
12
13
Differentiation is in
supporting our
communities
Differentiation
through
managing
bio-diversity
Differentiation
through
R&D and quality
assurance
Differentiation
is in the way
we care for our
people
14
16
18
19
Our
Performance
Profiles of
the Board of
Directors
Awards and
Recognition
Corporate
Information
20
Statutory Reports
Key Highlights
20
Notice
21
Directors Report
30
Compliance Report on Corporate Governance
59
Management Discussion & Analysis
73
77
Financial Statements
Standalone
Consolidated
Independent Auditors Report
77
Independent Auditors Report
105
Balance Sheet
80
Consolidated Balance Sheet
108
Statement of Profit and Loss
81
Consolidated Statement of Profit and Loss
109
Cash Flow Statements
82
Consolidated Cash Flow Statements
110
Notes on Accounts
84
Notes on Accounts
112
Coffee, for
many, is not
just a beverage.
It is an elixir
that rejuvenates
the mind, body
and soul.
Naturally, to create this experience is an endeavour that requires
special effort, and of course, the right bean. For us, coffee is not
just a commodity, it is a way of life. We have dedicated ourselves to
specialising in premium differentiated coffees to create the perfect
brew for discerning consumers around the world.
Managing Director and CEOs Message
Dear Shareholders,
I am delighted to introduce the
theme of this Annual Report
Premium Differentiated Coffees in
Tata Coffee.
Our Company produces and markets a
bouquet of Premium Differentiated Coffees
like Estate specific, Washed Arabica
and Robusta, Specialty, Monsooned and
Certified. We are uniquely positioned as one
of the leading integrated coffee companies.
The entire process of growing, picking,
pulping, washing, fermenting, drying and
milling is handled by our Company with the
utmost care and precision.
The world of coffee has seen a definitive

move towards Premium Differentiated
Coffees over the last few years. This has
been driven by an increasingly sensitive
consumer expecting sustainable practices
and seeking discerning taste profiles which
have been enhanced through technological
innovations in dispensing of coffees. Our
Company has been anticipating this and
responding rapidly. The coffee estates of
ANNUAL REPORT 2014/15
Company Overview
our Company are situated in the Western

Ghats at different altitudes that have highly
conducive micro-climates. These are some
of the most beautiful coffee growing
regions of the world and contribute to the
romance of our Premium Differentiated
Coffees. The altitude, soil and rich biodiversity enable the coffees to have their
own unique visual, taste, aromatic and
cupping profiles. These attributes and the
care given to the plant and beans right
through our stringent supply chain make us
an ideal choice for roasters when they are
looking for Premium Differentiated Coffees.
Our Company takes great pride in delivering
these coffees to several major roasters in
geographies across the world. You will read,
in the pages of this Annual Report, greater
details about our Companys thrust in to the
world of these coffees.
We continue to work intensely in the area
of Sustainability; namely ecology, water
conservation, energy use and reduction of
carbon emissions. You will, through these
pages, get a glimpse of our Companys
deep and abiding commitment to the
same. At the root of these initiatives is a
recognition that the future of our Company
lies in the excellence of its products, its
financial performance and quality of its
social and environmental bottomline. By
living in harmony with our environment
and society, we create long-term value
and happiness for our stakeholders. Our
customers across the world also recognize
and value the fact that the coffee, tea and
pepper we market to them are products
of a responsible business entity that is
committed to these principles.
Statutory Reports
The world of coffee has seen a

definitive move towards Premium
Differentiated Coffees over the last
few years.
We are also very proud of the efforts
we have made towards community
development, through Swastha, a centre
for special education and rehabilitation
of differently-abled children of the South
Coorg Region. Conceived under the
aegis of the Coorg Foundation, Swastha
passionately pursues the objective of
integrating these students into the
mainstream of society through education
and skills training. This is a mark of our
continued commitment to the Coorg
region, which is the home of our Company.
I am sure you are proud and excited,
as much as we are, as your Company
continues to be successful and profitable
in its journey with the Coffee Bean. It was
Cherise Sinclair who wrote in the Master of
the Mountain No matter what historians
claimed, BC really stood for Before Coffee.
With my best wishes,
Sanjiv Sarin
Managing Director and CEO
Our coffee estates are certified to the

highest standards of sustainability Utz,
Rainforest Alliance and SA 8000
reinforcing our commitment to produce
this wonderful bean in a socially and
environmentally responsible manner.
Around the world, people are interested in coffee

like never before where it comes from, how different
roasting and brewing techniques create nuanced flavors
and the artistry and craft that goes into a perfect cup.
Craig Russell
Executive Vice President, Global Coffee

Starbucks Coffee Company
THE WAVES OF COFFEE

Coffee is the second largest traded
commodity in the world. As an inseparable
symbol of global culture, it is the worlds
most preferred beverage. The product
is consumed in a variety of forms such
as roast and ground, soluble and instant
mixes. It also comprises a variety of formats
like pod; capsules in in-home dispensing
machines; traditional, prepared at home;
espressos; those prepared by office vending
machines and others that are sold at
popular baristas.
The coffee odyssey or, as it is popularly
known, the Waves of Coffee started over
a century ago with the First Wave in the
1900s. Consumers were introduced to the
idea of consuming coffee on a mass scale.
This rapidly increasing demand facilitated
by the expansion of the international
commodity trade in the 1900s, helped
to bring coffees from across the world to
consumers in the industrialised countries.
The Second Wave started out in the
1970s. This sought to capitalise on the
development of consumer taste profiles
and expand choices for them. Attractive

branding led by large Multinational
Corporations enticed consumers towards
developing advanced taste profiles. Efforts
were primarily devoted towards increasing
awareness about roasting techniques that
gave different variants of coffees their unique
flavour profiles. Coffee beans were processed
to adhere to these mass taste profiles.
Today, we are in the Third Wave of
Coffee, the age of Premium Differentiated
Coffees. This is triggered by roasters who
aspire to create distinct coffee consuming
experience. To make this happen, roasters
select quality beans, adopt niche roasting
techniques, innovative blending and stateof-the-art dispensing means. All of these
have made the brew move closer to the
consumer than ever before.
At Tata Coffee, developing Premium
Differentiated Coffees is a passion. We
partner discerning roasters all over the
world, enabling them to bring alive the
consumer experience.
Company Overview
Statutory Reports
Enriching a culture of differentiation

Creating differentiation is our culture, and at Tata Coffee, we are
passionate about this.
We are among the worlds largest integrated coffee companies. We grow coffee on
our own estates, process the beans, and market green coffee. We are the exclusive
supplier of high quality roasted Arabica beans to Tata Starbucks in India. We also
manufacture and export Instant Coffee as a valued supplier to global markets.
OUR INTEGRATED BUSINESS

19 Coffee Estates
18,224 Acres
Instant Coffee capacity of 8,400 MT
at 2 locations Toopran and Theni.
Locations across the hills of Coorg,

Chickmagalur and Hassan districts
of Karnataka and Coimbatore
district of Tamil Nadu.
Arabica and Robusta coffees
of about 10,000 MT produced in
both washed and unwashed forms.
Offerings include Freeze Dried,

Agglomeration, Spray Dried
coffee and coffee mixes.
Coffee
Tata
Coffee
Coffee curing plant at

Kushalnagar with installed
capacity of 20,000 MT, including
a state-of-the art coffee roasting
facility to cater to Tata Starbucks.
Pepper
Instant
Coffee
State-of-the-art SKU
packaging unit.
Tea
7 Tea Estates
6,067 Acres
Coffee estates extensively
inter-cropped with pepper vines,
producing about 1,300 MT of Pepper.
Locations across Coorg, Chickmagalur

districts of Karnataka, Coimbatore district
of Tamil Nadu and Thrissur district of Kerala.
7,500 MT of tea produced annually.
Specialty, Premium, Differentiated, Single Origin

and Farm Branded coffees are now occupying the
centre stage in the international market. India too
has risen to the occasion, enhancing further her world
class cultural practices, protecting the environment with
sustainable principles, changing her processing techniques
for both Arabica and Robusta to suit palate requirements
and marketing coffees not just in container loads, but also
as micro lots of distinctive coffees to discerning markets.
Sunalini Menon
CEO, Coffeelab
Internationally renowned coffee expert
Integration across the value chain

At Tata Coffee, the entire value chain of
picking, pulping, washing, fermenting,
drying, milling and reaching the customer
is ensured with meticulous care. So much
so that, even at the end of their journey
across the globe, the beans still retain the
distinct romance of our idyllic estates, while
catering to the highest standards of quality
and aroma.
Premium Differentiated Coffees
Our Premium Differentiated Coffees
come from our own estates, spread across
the Western Ghats, in some of the most
beautiful coffee growing regions of the
world known for their rich bio-diversity
which we carefully preserve. The altitude,
climate and soil of the regions, coupled
with our expertise, lend our products their
unique allure.
Our range of premium

differentiated coffees
Premium Monsooned Coffees
Rich texture with a mellow overtone and
mild acidity. These have a heavy, syrupy
flatness, reminiscent of aged coffees.
Premium Washed Arabicas
Full aroma, good body, fair acidity, flavourful
with a hint of spice. Our Washed Arabicas
are comparable to the finest milds from
Central America.
Premium Washed Robustas
Full bodied and fragrant aromas, with a
smooth, soft and rounded texture. These
can also have mild notes of chocolate,
caramel and nuts. Our washed Robustas are
ideal for consumers who love waking up to
the magic of the finest espresso coffees.
Premium Single Estate Coffees
This is a testimony towards our strength
in providing end to end traceability. This
enables our valued roasters to offer a
consistent product to customers at all times.
Company Overview
Statutory Reports
OUR CERTIFICATIONS
Plantations
Curing Works
All our plantations are Utz,

Rainforest Alliance and SA 8000
certified.
Instant Coffee Division
Our Curing Works in Kushalnagar is

ISO 9001:2008 certified.
Eleven of our plantations are

Starbucks C.A.F.E. PRACTICES
certified.
Our Theni Unit is BRC, IFS,

ISO 9001:2008, ISO 22000-2005,
HACCP, ISO 14001:2004, Halal, Kosher,
FSSAI and SA 8000 certified.
Our Toopran Unit is ISO 9001:2008,
ISO 22000:2005, ISO 14001,
OHSAS 18001, Halal, Kosher, BIS,
and FSSAI certified.
The Devaracadoo division

of Balmany estate in Coorg
is certified by IMO for
manufacturing quality organic
coffee.
OUR CUSTOMERS
We are proud to serve some of the most well known roasters
across the world.
Starbucks
Illycaffe
Nespresso
Tchibo
Strauss
Lavazza
Our coffee beans

travel from our
verdant estates
in Southern India
to delight our
customers around
the world.
We delight through
differentiation.
Company Overview
Statutory Reports
Financial statements
Differentiation is in our sustainable

farm practices
Our coffees are entirely shade grown.

We have over one million shade trees.
Our cultivation practices conform to

globally accepted, best standards
of sustainability. It is our constant
endeavour to use eco-friendly
technologies, work towards
enriching the soil, water and biodiversity of the regions in and
around our estates.
We use scientific cultivation practices

based on mapping of soil nutrition and
cropping patterns. Integrated pest and
disease management is carried out. This
ensures optimal usage of agricultural inputs.
We also use unique shade management
practices based on assessing light intensity
that is critical to our agronomic practices.
We have over one million shade trees. Our
sustainable irrigation resources mitigate the
vagaries of weather. We are continuously
enhancing usage of renewable energy.
We strive to reduce our effluent loads by
utilising state-of-the-art and eco-friendly
Our coffee estates are located in

regions most conducive to the
cultivation of the bean.
technologies. Continuous re-planting helps
rejuvenate the healthy plant population.
Our coffee estates, which are SA 8000
certified, ensure international labour
standards.
We believe that our Premium Washed
Arabica and Robusta flavours are a result
of our state-of-the- art pulping stations
that ensure accuracy and consistency of
taste and aroma. In addition, the process
of carefully calibrated sun drying that we
follow at our estates makes sure that the
beans are of the right texture.
Differentiation is in supporting our communities
At Tata Coffee, we are dedicated

to the communities we operate in.
In this spirit, we engage with local
communities around our estates to
promote a better quality of life.
We support The Coorg Foundation

towards its mission to promote
education and healthcare of the
underprivileged.
We support The Coorg Foundation towards

its mission to promote education and
healthcare of the underprivileged in the
Coorg region. This foundation operates the
Swastha Centre for Special Education and
Rehabilitation aimed at differently-abled
children to help them reintegrate into
mainstream society.
contribution towards child welfare. We also

support the Rural India Health Project Hospital
at Ammathi which provides affordable
healthcare to the community.
Mrs. Ganga Changappa, Director of Swastha,

has been felicitated with the Rajiv Gandhi
Manav Seva Award 2014 by Government
of India in recognition of her outstanding
Girl Child Nutrition Programme beneficiaries at Theni
10
In Anamallais, we support the

developmental activities of differently-abled
children through DARE (Developmental
Activities for Rehabilitative Education).
In communities around Theni, we run the
Girl Child Nutrition Programme and support
Womens Self Help Groups.
Company Overview
Statutory Reports
Differentiation through managing bio-diversity
Our Wildlife Cells help mitigate

the Human-Elephant conflict.
At Tata Coffee, we believe that being

eco-efficient is the only way forward.
We have undertaken several
initiatives to preserve and enhance
the ecological wealth of the areas
where our plantations are located.
Our unique process of intercropping that

is growing coffee along with other crops
like pepper, vanilla, oranges and areca nuts
amidst lush canopies of shade trees help
promote bio-diversity. This coupled with an
optimal usage of valuable natural resources,
have enabled us to sustain the ecological
balance across our locations. With an
enormous vegetative cover, we have a
negative carbon footprint of about 1.71 lakh
tonnes of CO2 equivalent per annum. Our
Wildlife Cell helps mitigate the Human-
Our estates combined with

neighbouring areas are home to about
3,049 native species of flora and 496
native species of animals.
Elephant conflict. Our estates combined
with neighbouring areas are home to about
3,049 native species of flora and 496 native
species of animals, contributing to and
protecting the areas rich bio-diversity.
We are also making endeavours to protect
the endangered species of The Great Indian
Hornbill in our estates which is their natural
habitat.
11
Differentiation through R&D and quality assurance
Our R&D drives our innovation

and advancements in sustainable
practices of cultivation and
manufacturing, quality assurance
and better waste management.
Together, these contribute towards
creating superior coffees.
Our operations are supported by an

independent Quality Lab, which is
accredited by the Coffee Board of India.
Our R&D laboratory at Pollibetta is recognised

by the Department of Scientific and Industrial
Research, Ministry of Science and Technology,
Government of India, as a centre for crop
research. The laboratory drives innovation
in the areas of bio-control, quality testing,
soil and crop nutrition, adoption of
new coffee strains, pest management,
bioremediation, waste management and
apiculture, among others.
We pride ourselves in our operational

processes that help establish traceability of
our beans right to the estate they were picked
from. Our Curing Operations are supported
by an in-house Quality and Cupping Lab,
which is accredited by the Coffee Board
of India. This facility along with efficient
traceability processes helps us select and
warehouse coffees to meet ever growing
customer needs.
Our operations are supported by an independent Quality

Lab, which is accredited by the Coffee Board of India.
12
Company Overview
Statutory Reports
Differentiation is in the way we care for our people
Our people in the plantations

who work towards producing
Premium Differentiated Coffees.
Care for our people and employees

is an indispensable part of our
business blend. We believe it has a
far reaching effects on our success,
and towards this end it has been our
endeavour to provide them with the
best facilities and opportunities.
Our manpower practices are among
the best in the industry. We provide
comprehensive healthcare cover to our
workers through our medical facility in
the Anamallai region and by partnering
with RIHP in Coorg. Our estate workers are
provided with hygienic accommodation
facilities and we have crches to take care
of their children while they are at work.
There is a constant focus on

continuous training in the field
regarding safety measures.
We have internationally recognised safety
practices in our Instant Coffee plants and
standard practices for mitigating threats
from wildlife in our plantations.
13
Our Performance
STANDALONE
1.30
2014-15
16
2013-14
2.95
16
2012-13
15
16
2011-12
55
21
The turnover
increased by 5% to
` 684 Crores in
2014-15 from
` 651 Crores in
2013-14, primarily
due to higher sales
volume and turnover
of Instant Coffee
Products.
Profit Before Tax (` Crores)
Profit After Tax (` Crores)
As a % of Sales (%)
As a % of Sales (%)
Profit Before Tax (PBT)

at ` 142 Crores in
2014-15 compared to
` 148 Crores in 2013-14,
primarily due to the
impact of lower crop in
plantations that were
available for sale.
On the adjusted Face Value

of ` 1 per share.
2012-13
2011-12
2010-11
2014-15
2013-14
2012-13
2011-12
2010-11
2014-15
2010-11
2014-15
2013-14
2012-13
2011-12
2010-11
2014-15
2013-14
2012-13
2011-12
2010-11
17
14
20
69
22
23
1.10
1.30
4.22
1.00
5.44
5.02
102
2013-14
(`)
1.25
(`)
5.71
Dividend per
Share
79
104
401
Earnings per
Share
94
131
148
684
651
598
509
Profit After
Tax
107
Profit Before
Tax
(` Crores)
142
Turnover

of ` 1 per share.
Profit After Tax (PAT) at

` 102 Crores in 2014-15
compared to ` 107
Crores in 2013-14.
Production
(Tonnes)
2013-14
2014-15
Arabica
2,076
1,594
Robusta
4,781
7,002
Tea
6,545
6,170
368
1,150
6,955
7,975
Plantation Products
Pepper
Instant Coffee
Graphs not to scale
14
Company Overview
Statutory Reports
CONSOLIDATED
Consolidated
Earnings per
Share
4.36
3.89
81
73
5
136
2013-14
13
The Consolidated
Turnover increased to
` 1,691 Crores in
2014-15 from ` 1,677
Crores in 2013-14,
primarily due to higher
turnover of value
added products.
Profit Before Tax (` Crores)
Profit After Tax (` Crores)
As a % of Sales (%)
As a % of Sales (%)
2014-15
2013-14
2012-13
2011-12
2010-11
2014-15
2013-14
2012-13
2011-12
2010-11
2014-15
2011-12
2010-11
2011-12
2010-11
100
2012-13
16
170
13
6.45
120
(`)
81
116
1,691
2014-15
266
1,677
2013-14
222
1,697
2012-13
(Net of Minority
Interest)
1,301
1,549
(` Crores)
Consolidated
Profit After Tax
6.22
Consolidated
Profit Before Tax
4.35
Consolidated
Turnover

of ` 1 per share.
Consolidated Profit
Before Tax (PBT)
increased to ` 266
Crores in 2014-15
from ` 136 Crores in
2013-14, due to better
performance of value
added products. The
previous financial year
had an adverse impact
of exceptional items.
15
Profiles of the Board of Directors
16
1. Mr. R. Harish Bhat
Company Overview
3. Prof. Arun Monappa
Statutory Reports
7. Mr. V. Leeladhar
Chairman
Independent Director
Mr. Bhat is Chairman of Tata Coffee and is a

member of the Group Executive Council (GEC)
of Tata Sons. He joined the Tata group in 1987,
as an officer in the Tata Administrative Services.
Prior to being appointed as a member of the
GEC, he led Tata Global Beverages as Managing
Director and CEO. Mr. Bhat is an alumnus of BITS,
Pilani, and IIM, Ahmedabad, graduating at the
top of his class in both institutions and winning
the IIM Ahmedabad Gold Medal for scholastic
excellence.
Prof. Monappa was the Professor of Personnel

Management & Industrial Relations at IIM
Ahmedabad. He has worked in the Personnel
Departments of organisations in Sweden, USA,
and India.
Mr. Leeladhar is a Graduate in Engineering

and has long experience in the Banking
industry having served as the Executive
Director of the Bank of Maharashtra; Chairman
and Managing Director of the Vijaya Bank;
and Chairman and Managing Director of
the Union Bank of India. He also served as
the Deputy Governor of the Reserve Bank of
India. He was also a member of the Securities
and Exchange Board of India for about three
years. He is an expert in banking and financial
matters.
Chairman: Executive Committee

Member: Nomination & Remuneration
Committee, Stakeholders Relationship
Committee
2. Mr. S. Santhanakrishnan
Chairman: Ethics & Compliance Committee

Member: Audit Committee, Nomination &
Remuneration Committee, Risk Management
Committee
4. Mr. T. Radhakrishnan
Executive Director ICD Operations
A Chemical Engineer from Sri Venkateswara
University, Mr. T. Radhakrishnan started his
career with Tata Chemicals in 1982 and then
moved to Tata Coffee in January, 2010, as Vice
President ICD Operations.
Mr. Santhanakrishnan, FCA, is a partner in PKF
Sridhar & Santhanam, Chartered Accountants
and has more than 30 years of experience in
Finance and Accounts, including IFRS, Strategy
& Planning, Global Assurance, Corporate
Laws and Consulting. He is a member of the
Central Council of the Institute of Chartered
Accountants of India (ICAI) and is actively
involved in numerous industry oriented
initiatives of the Reserve Bank of India and the
Ministry of Corporate Affairs.
Chairman: Audit Committee, Nomination
& Remuneration Committee, Stakeholders
Relationship Committee, Risk Management
Committee
Member: Executive Committee, Ethics &
Compliance Committee, Corporate Social
Responsibility Committee
5. Ms. Sunalini Menon

Ms. Menon has been associated with quality
and quality-related aspects of domestic and
international coffee for over 35 years and
is one of Asias recognised coffee cuppers.
She is a Post Graduate in Food Technology
from the University of Madras and worked in
the Coffee Board of India where she was the
Director of Quality Control.
Chairperson: Corporate Social Responsibility
Committee
Member: Audit Committee
6. Mr. K. Venkataramanan
Executive Director Finance and CFO
Mr. Venkataramanan was formerly the CFO
of Tata Global Beverages Limited and is
presently the Executive Director Finance
and the CFO. He is a qualified Chartered
Accountant and Cost Accountant with
over 27 years of experience in diverse
areas, covering financial and management
accounting, commercial finance, taxation,
treasury, and corporate restructuring.
Member: Audit Committee
8. Mr. Siraj Azmat Chaudhry

Mr. Chaudhry is the Chairman of Cargill
India, the Wholly Owned Subsidiary of
Cargill Inc. and the CEO of Cargill Foods,
India. He has over 26 years of experience in
agriculture, commodity risk management
and the food processing industry. He is a
Post Graduate from the Indian Institute of
Foreign Trade and is an active member of the
Executive Committee and Chairs the National
Committee on Food Processing at FICCI.
9. Mr. Sanjiv Sarin

Mr. Sarin is the Managing Director and CEO.
He was the Regional President South
Asia of Tata Global Beverages, our Holding
Company during the past four years. He has
extensive global experience with leading
international organizations. Mr. Sarin holds
a management degree from the Asian
Institute of Management, Manila, Philippines,
with Distinction and a Masters Degree in
Economics from Bombay University, where he
graduated with a Gold Medal.
Member: Stakeholders Relationship
Committee, Executive Committee, Risk
Management Committee, Corporate Social
Responsibility Committee
Member: Executive Committee
17
Awards and Recognition
During the year, we were recognised

for consistently producing quality
coffee, innovating with new
product introductions and ensuring
quality and consistency of our
older products. Some of these
recognitions are:
Flavour of India, The Fine Cup
Award, Cupping
Best Robusta Specialty coffee
(Robusta Kaapi Royale, Organic
Robusta and Peredenia) from the
Devaracadoo Estate
Best Specialty Robusta (Robusta
Kapi Royal, Organic Robusta and
Peredenia) from Devaracadoo
Estate
Second Best Specialty Robusta
(Robusta Kapi Royal and
Peredenia) from Valparai Estate
Second Best Specialty Arabica
(MNEB, S.795) from Ubban Estate
Best Arabica from Coorg region
from the Sunticoppa Estate
Best Arabica from Manjarabad
region from the Ubban Estate
(Bhagya Division)
Best Arabica from the
Anamallais from the Valparai
Estate
Best Robusta from
Bababudangiris from the
Mylemoney Estate (Thirumayee
Division)
Best Robusta from the Coorg
region from Yemmigoondi Estate
(Siddapur Division)
Best Robusta from Anamallais
from the Valparai Estate
18
Silver for Exhibitor Award in Most

Innovative Design
Silver in Roaster Award for R&G unit
at Kushalnagar, Karnataka
CII South region 3 Star Rating in
Environment Health & Safety for
Instant Coffee units at Theni and
Toopran
Corporate Information
Board of Directors

Mr. R. Harish Bhat (Chairman)

Mr. S. Santhanakrishnan
Prof. Arun Monappa
Mr. Venu Srinivasan (till 01.09.2014)
Mr. D. R. Kaarthikeyan (till 01.10.2014)
Mr. M. Deepak Kumar
(Executive Director - Finance - till 24.10.2014).
Mr. Hameed Huq (Managing Director - till 31.03.2015)
Mr. T. Radhakrishnan (Executive Director - ICD Operations)
Ms. Sunalini Menon (w.e.f. 23.09.2014)
Mr. K. Venkataramanan,
(Executive Director - Finance and CFO - w.e.f. 25.10.2014)
Mr. V. Leeladhar (w.e.f. 22.12.2014)
Mr. Sanjiv Sarin, (Managing Director and CEO w.e.f. 25.04.2015)
Mr. Siraj Azmat Chaudhry (w.e.f. 15.05.2015)
Company Secretary
Mr. N.S. Suryanarayanan
Registered Office
Tata Coffee Limited
CIN: L01131KA1943PLC000833
Pollibetta 571 215
Kodagu, Karnataka State
Corporate Office
No. 57, Railway Parallel Road
Kumara Park (W), Bengaluru 560 020
Tel: (080) 2356 0695 Fax: (080) 233 41843
E-mail : investors@tatacoffee.com
Website : www.tatacoffee.com
Registrars
TSR Darashaw Limited
6-10, Haji Mosa Patrawala Ind. Estate,
20, Dr. E. Moses Road,
Mahalaxmi, Mumbai 400 011
Tel: 022-6656 8484 Fax: 022-6656 8494
E-mail : csg-unit@tsrdarshaw.com
Website: www.tsrdarshaw.com
Statutory Auditors
M/s. SNB Associates, Chartered Accountants
Secretarial Auditor
Sudhir V Hulyalkar, Company Secretary in Practice
Legal Advisors
Markos & Co.
Bankers
Corporation Bank
Indian Overseas Bank
Standard Chartered Bank
Hongkong and Shanghai Banking Corporation Limited
HDFC Bank Limited
RABO Bank International
CITI Bank
Yes Bank
Board Committees
Audit Committee
Mr. S. Santhanakrishnan Chairman
Prof. Arun Monappa
Ms. Sunalini Menon
Mr. V. Leeladhar
Stakeholders Relationship Committee
Mr. R. Harish Bhat
Mr. Sanjiv Sarin
Nomination and Remuneration Committee
Mr. R. Harish Bhat
Prof. Arun Monappa
Corporate Social Responsibility Committee
Ms. Sunalini Menon - Chairperson
Mr. Sanjiv Sarin
Risk Management Committee
Mr. S. Santhanakrishnan - Chairman
Prof. Arun Monappa
Mr. Sanjiv Sarin
19
Key Highlights - Standalone

2010-11 To 2014-15 A Five Year Review
Revenue from Operations
Profit Before Tax
As percentage of Sales
Profit After Tax
As percentage of Sales
Debt/Equity Ratio
Earning per Share
Dividend per Share
* On equity share of ` 1 each.
(` in Lakhs)
(` in Lakhs)
(` in Lakhs)
(`)
(`)
2010-11
40,073.23
6,862.18
17
5,508.46
14
0.29:1
29.49
10
2011-12
50,851.78
10,415.74
20
7,885.28
16
0.16:1
42.22
11
2012-13
59,807.96
13,114.90
22
9,369.26
16
0.21:1
50.16
12.50
2013-14
65,091.63
14,823.17
23
10,657.01
16
0.17:1
57.06
13
Compounded Annual Growth Rate (CAGR) over 2010-11

Total Income including other income
Profit after Tax
2014-15
68,377.74
14,166.49
21
10,156.04
15
0.17:1
5.44*
1.30*
2014-15
14%
17%
Production (In Tonnes)

YEAR
COFFEE
TEA
PEPPER
CARDAMOM
COFFEE
INSTANT
ARABICA
ROBUSTA
TOTAL
CURED
COFFEE
2005/2006
2110
6434
8544
2699
981
14.23
11105
4236
2006/2007
2014
5503
7517
6936
861
44.49
11870
3628
2007/2008
2233
5771
8004
6576
682
4.97
11247
4966
2008/2009
1551
4225
5776
7606
1515
14.52
11195
5219
2009/2010
2171
7285
9456
7994
884
32.01
10427
2955
2010/2011
1670
6620
8290
7334
535
16.02
12959
4974
2011/2012
2129
5667
7796
6775
864
13.35
12010
6347
2012/2013
1542
6800
8342
6640
1148
8.49
12509
6639
2013/2014
2076
4781
6857
6545
368
10.07
11988
6955
2014 /2015
1594
7002
8596
6170
1150
8.29
10266
7975
Note: The crop figures for the year 2005/06 and onwards include crop of Anamallai Estates which were acquired by the Company during the
year 2005/06
Acreage Statement 5 Years

2010-11
2011-12
2012-13
2013-14
Acres
COFFEE*
Arabica
Robusta

Mixed Coffee
TEA
OTHER CROPS
Cardamom

Pure Pepper/Areca

Oil Palm/Bamboo/etc.
TOTAL CULTIVATED AREA
* Includes Pepper interplanted in Coffee
20
Acres
2014-15
Hectares
7489
10709
86
18284
6089
7528
10649
86
18263
6089
7587
10573
86
18246
6088
7568
10590
86
18244
6089
7548
10590
86
18224
6067
3056
4287
35
7378
2456
429
539
153
25494
429
523
143
25447
420
540
153
25447
413
550
151
25447
363
546
181
25381
147
221
73
10275
Company Overview
Statutory Reports
Notice
NOTICE is hereby given that the 72nd Annual General Meeting of
Tata Coffee Limited will be held at the Registered Office of the
Company at Pollibetta 571 215, Kodagu, Karnataka on Monday the
3rd August, 2015 at 10.00 A.M. to transact the following businesses:
RESOLVED THAT Ms. Sunalini Menon (DIN: 06983334), who

was appointed as an Additional Director of the Company by
the Board of Directors with effect from 23rd September, 2014 in
terms of Section 161(1) of the Companies Act, 2013 (Act) and
Article 101 of the Articles of Association of the Company, and
whose term of office expires at the Annual General Meeting
and in respect of whom the Company has received a notice
in writing from a member pursuant to Section 160 of the
Act proposing her candidature to the Office of Director be
and is hereby appointed as a Non-Executive Director of the
Company.
FURTHER RESOLVED THAT pursuant to Sections 149 & 152

read with Schedule IV and other applicable provisions, if any, of
the Act and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s)
or re-enactment thereof for the time being in force) and Clause
49 of the Listing Agreement, as amended from time to time,
Ms. Sunalini Menon (DIN: 06983334), who has submitted a
declaration that she meets the criteria for independence as
provided in Section 149(6) of the Act and who is eligible for
appointment, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation and
to hold office for five consecutive years for a term, from
3rd August, 2015 to 2nd August, 2020.
ORDINARY BUSINESS
1. (a) To consider and adopt the Audited Financial Statements
of the Company for the Financial Year ended 31st March,
2015, together with the Reports of the Board of Directors
and Auditors thereon.

2.
(b) To consider and adopt the Audited Consolidated

Financial Statements of the Company for the Financial
Year ended 31st March, 2015, together with the Report
of the Auditors thereon.
To declare a Dividend on Equity Shares.
3. To appoint a Director in place of Mr. T. Radhakrishnan

(DIN: 03527405) who retires by rotation and being eligible
offers himself for re-appointment.
4. To appoint a Director in place of Mr. R. Harish Bhat

(DIN: 00478198) who retires by rotation and being eligible
offers himself for re-appointment.
5.
To appoint Auditors and fix their remuneration.
To consider and if thought fit, to pass the following

resolution with or without modification(s) as an Ordinary
Resolution:
RESOLVED THAT pursuant to the provisions of Section 139,

142 of the Companies Act, 2013 read with Companies (Audit
and Auditors) Rules , 2014, Messers SNB Associates, Chartered
Accountants, Chennai (ICAI Regn No. 015682N), the retiring
Auditors of the Company be and are hereby appointed as
Auditors of the Company to hold office from the conclusion of
this Annual General Meeting until the conclusion of the next
Annual General Meeting on a remuneration (which includes
Service Tax, out-of-pocket and other travelling expenses etc.) to
be fixed by the Board of Directors to audit the accounts of the
Company for the Financial Year 2015-16.
7. Appointment of Mr. V. Leeladhar as an Independent

Director.

To consider and if thought fit to pass with or without

modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED THAT Mr. V. Leeladhar (DIN: 02630276), who was

appointed as an Additional Director of the Company by the
Board of Directors with effect from 22nd December, 2014 in
in writing from a member pursuant to Section 160 of the
Act proposing his candidature to the Office of Director be
and is hereby appointed as a Non-Executive Director of the
Company.

SPECIAL BUSINESS
6.
Appointment of Ms. Sunalini Menon as an
Independent Director.


Resolution:
21

Mr. V. Leeladhar (DIN: 02630276), who has submitted a declaration
that he meets the criteria for independence as provided in Section
149(6) of the Act and who is eligible for appointment, be and is
hereby appointed as an Independent Director of the Company,
not liable to retire by rotation and hold office for five consecutive
years for a term, 3rd August, 2015 to 2nd August, 2020.
in writing from a member pursuant to Section 160 of the Act

proposing his candidature to the Office of Director, be and is
hereby appointed as a Director of the Company.
10. Appointment of Mr. Sanjiv Sarin as a Director.


modification(s), the following Resolution as an Ordinary
Resolution:
RESOLVED THAT Mr. Sanjiv Sarin (DIN: 02063332), who was

appointed as an Additional Director of the Company by the
Board of Directors with effect from 25th April, 2015 in terms of
Section 161(1) of the Companies Act, 2013 (Act) and Article
101 of the Articles of Association of the Company, and whose
term of office expires at the Annual General Meeting and in
respect of whom the Company has received a notice in writing
from a member pursuant to Section 160 of the Act proposing
his candidature to the Office of Director, be and is hereby
appointed as a Director of the Company.
8. Appointment of Mr. Siraj Azmat Chaudhry as an

Independent Director.


Resolution:
RESOLVED THAT Mr. Siraj Azmat Chaudhry (DIN: 00161853),

who was appointed as an Additional Director of the Company
by the Board of Directors with effect from 15th May 2015 in terms
of Section 161(1) of the Companies Act, 2013 (Act) and Article
101 of the Articles of Association of the Company, and whose
term of office expires at the Annual General Meeting and in
respect of whom the Company has received a notice in writing
from a member pursuant to Section 160 of the Act proposing his
candidature to the Office of Director be and is hereby appointed
as a Non-Executive Director of the Company.
11.
Appointment of Mr. Sanjiv Sarin as Managing
Director and CEO.


Resolution:
RESOLVED THAT pursuant to the provisions of Sections

196, 197, and 203 read with Schedule V and other applicable
provisions of the Companies Act, 2013 (Act) and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (including any statutory modification(s)
or re-enactment thereof for the time being in force), the consent
of the Company be and is hereby accorded to the terms and
conditions of such appointment and remuneration payable
to Mr. Sanjiv Sarin (DIN: 02063332) as Managing Director and
CEO for the period of three years w.e.f. 25th April, 2015 to
24th April, 2018 upon the terms and conditions as set out in the
Explanatory Statement annexed to the Notice convening this
meeting, including the remuneration to be paid in the event
of inadequacy of profits in any Financial Year with liberty to
the Directors of the Company to alter and vary the terms and
conditions of the said appointment in such manner as may be
agreed to between the Board of Directors and Mr. Sanjiv Sarin.
RESOLVED FURTHER THAT the Board of Directors or

a Committee thereof of the Company, be and is hereby
authorized to take all such steps as may be necessary, proper
and expedient to give effect to this Resolution.

Mr. Siraj Azmat Chaudhry (DIN: 00161853), who has submitted
a declaration that he meets the criteria for independence as
provided in Section 149(6) of the Act and who is eligible for
appointment, be and is hereby appointed as an Independent
Director of the Company, not liable to retire by rotation to hold
office for five consecutive years for a term, 3rd August, 2015 to
2nd August, 2020.
9. Appointment of Mr. K. Venkataramanan as a Director.

22

Resolution:
RESOLVED THAT Mr. K. Venkataramanan (DIN: 01728072)
who was appointed as an Additional Director of the Company
by the Board of Directors with effect from 25th October, 2014 in
12. Approval of Cost Auditors Remuneration.


Resolution:
Company Overview
RESOLVED THAT pursuant to the provisions of Section 148

and other applicable provisions, if any, of the Companies
Act, 2013, read with Companies (Audit and Auditors)
Rules 2014, (including any statutory modification(s) or
re-enactment(s) thereof, for the time being in force) M/s Rao,
Murthy & Associates, Cost Accountants, (Firm Registration
Number 000065) appointed by the Company to conduct the
audit of the cost records of the Company for the Financial Year
ending 31st March, 2016, be paid a remuneration of ` 2,75,000
plus service tax as applicable and re-imbursement of out of
pocket expenses incurred by them in connection with the
aforesaid audit.
RESOLVED FURTHER THAT the Board of Directors of the
Company be and is hereby authorized to do all acts and take
all such steps as may be necessary proper or expedient to give
effect to this resolution.
A person can act as a proxy on behalf of members not

exceeding fifty and holding in the aggregate not more than
ten percent of the total share capital of the Company carrying
voting rights. A member holding more than ten percent of the
total share capital of the Company carrying voting rights may
appoint a single person as proxy and such person shall not act
as a proxy for any other person or shareholder.
5.
In case of joint holders attending the meeting, only such joint

holder who is higher in the order of names will be entitled to
vote.
6.
Members are requested to bring their attendance slip along

with their copy of the Annual Report to the Meeting.
7.
The business set out in the Notice will be transacted through

E-voting system through NSDL. Complete details of the
instructions for E-voting are annexed to this Notice. In
accordance with Clause 35B of Listing Agreement the Company
has provided the facility for voting through physical ballot or
shareholder who do not have access to internet. Facility for
voting through Poll will also be provided to the shareholders
at the Meeting who have not cast their Ballot either through
Ballot Paper or e-Voting.
8.
The Company has transferred the unclaimed/unpaid dividends

declared up to financial year 2006-07 on due dates, to the
Investor Education and Protection Fund (IEPF) established
by the Central Government . Pursuant to the provisions of
IEPF (uploading of information regarding unclaimed/unpaid
amounts lying with companies) Rules 2012, the Company has
uploaded the details of the same as on 21st July, 2014 (date of
last Annual General Meeting) on the websites of the Company
and the Ministry of Corporate Affairs (MCA). The balance
lying in the unpaid dividend account for the year ended
31st March, 2008 will be transferred to IEPF shortly. Shareholders
are requested to note that once unpaid/unclaimed amounts
are transferred to the Fund, no claim shall lie against the Fund
or the Company. Shareholders who have not yet en-cashed
their dividend warrants are requested to do so sufficiently in
advance before the said transfers take place.
9.
To avoid loss of dividend warrants in transit and undue delay

in receipt of dividend warrants, the Company has provided
National Electronic Clearing Service (NECS) facility to the
Members for remittance of dividend. NECS facility is available
at bank branches which are enrolled under Core Banking
System (CBS) of Reserve Bank of India. NECS facility is available
at locations identified by Reserve Bank of India from time to
N.S. Suryanarayanan
Company Secretary
Place: Bengaluru
Date: 15th May, 2015
NOTES:
1.
The relevant Explanatory Statement pursuant to Section 102

of the Companies Act, 2013, in respect of Item Nos. 6 to 12 are
annexed hereto. Information under Clause 49 of the Listing
Agreement relating to Directors proposed to be appointed/
re-appointed are provided in Annexure to this Notice.
2.
The Register of Members of the Company will remain closed

from 21st July, 2015 to 3rd August, 2015 (both days inclusive) for
the purpose of payment of Dividend.
3.
Dividend on Equity Shares, if declared by the Company will

be paid on or after 6th August, 2015 to those members whose
names appear on the Register of Members of the Company
as on 21st July, 2015. The dividend in respect of Shares held in
electronic form would be payable to the beneficial owners of
the shares as on beginning of 21st July, 2015, as per details that
may be provided by the Depositories for this purpose.
4.
A member entitled to attend and vote at the Annual General

Meeting (the Meeting) is entitled to appoint a proxy to attend
and vote on a poll in his/her stead and the proxy need not be
a member of the Company. Proxies in order to be effective
must be received at the Companys Registered Office not less
than 48 hours before the commencement of the Meeting.
Proxies submitted on behalf of limited companies, societies,
partnership firms etc. must be accompanied by appropriate

resolution/authority as applicable, issued on behalf of the
nominating organization.
By Order of the Board

Statutory Reports
23
time. Members holding shares in physical form and desirous of

availing this facility are requested to provide their latest bank
account details (Core Banking Solutions Enabled Account
Number, 9 digit MICR and 11 digit IFS Code), along with
their Folio Number, to the Companys Share Registrars and
Transfer Agents, TSR Darashaw Ltd. Members holding shares
in electronic form are requested to provide the details to their
respective Depository Participants.

Members holding shares in electronic form are hereby

informed that bank particulars registered against their
respective depository accounts will be used by the Company
for payment of dividend. The Company or its Registrars cannot
act on any request received directly from the Members holding
shares in electronic form for any change of bank particulars or
bank mandates. Such changes are to be advised only to the
Depository Participant of the Members.
10. Members holding shares in physical form are requested to

advise any change of address immediately to the Companys
Share Registrars and Transfer Agents. Members holding shares
in electronic form must send the advice about change in
address to their respective Depository Participant only and
not to the Company or the Companys Share Registrars and
Transfer Agents.
11. Members holding shares in physical form are requested to
consider converting their holdings to dematerialized form to
eliminate risks associated with physical shares and for ease in
portfolio management. Members can contact the Companys
Share Registrars and Transfer Agents for assistance in this regard.
12. In accordance with the Companies Act, 2013 read with the
Rules, the Notice of the Annual General Meeting along with
the Annual Report for 2014-15 are sent by electronic mode to
those members whose e-mail address are registered with the
Company/ Depositories, unless any member has requested
for a physical copy of the same. For members who have not
24
registered their e-mail address, physical copies are being sent

by the permitted mode.
13. The format of the Register of Members prescribed by the
Ministry of Corporate Affairs under the Companies Act, 2013
requires the Company/ Share Registrars and Transfer Agents
to record additional details of Members, including their PAN
details, e-mail address, bank details for payment of dividend,
etc. A form for capturing the additional details is appended
at the end of this Annual Report. Members holding shares in
physical form are requested to submit the filled in form to the
Company or its Share Registrars and Transfer Agents. Members
holding shares in electronic form are requested to submit the
details to their respective Depository Participants.
14. As per the provisions of Section 72 of the Companies Act,
2013 and Rule 19(1) of the Companies (Share Capital and
Debentures) Rules, 2014, Members holding shares in physical
form may file nomination in the prescribed Form SH-13 with
the Companys Registrar and Share Transfer Agent. In respect
of shares held in demat form; the nomination form may be
filed with the respective DP.
15. Shareholders, who have not yet exchanged their shares of
Asian Coffee Ltd./Coffee Lands Ltd./Consolidated Coffee Ltd.
with the Share Certificates of Tata Coffee Ltd., are requested
to surrender their Share Certificate(s) for exchange. They may
contact the Companys Registrar and Share Transfer Agent TSR
Darashaw Limited for exchange of such un-exchanged shares.
16.
Relevant documents referred to in the accompanying Notice

and the Explanatory Statement are open for inspection by
the members at the Registered Office of the Company on all
working days, except Saturdays, Sundays and Bank Holidays
during business hours up to the date of the Meeting.
Company Overview
Statutory Reports
Details of Directors seeking appointment/re-appointment

Name of Director Mr. T Radhakrishnan Mr. R. Harish Bhat
Ms. Sunalini Menon Mr. V. Leeladhar
Date of Birth
Date of
Appointment
Qualifications
07.09.1960
26.07.2013
08.11.1962
27.07.2012
01.11.1948
23.09.2014
07.12.1946
22.12.2014
B.Tech (Chemical)
B.E (Hons.), PGDM
Post Graduate in
Food Technology
from University of
Madras.
B.Sc. (Engg.)
Mr. Siraj Azmat

Chaudhry
08.01.1967
15.05.2015
Mr. K. Venkataramanan
Mr. Sanjiv Sarin
30.07.1961
25.10.2014
25.04.1955
25.04.2015
Post Graduate
from the Indian
Institute of
Foreign Trade
ACA, ICWA
Management Degree from

Asian Institute of Management
Manila, Philippines.
Master Degree in Economics
from Bombay University
Expertise
33 years experience Overall Business
More than 35 years Rich and Wide
26 years of
27 years experience in the 38 years extensive global
in specific
in the area
Management
of experience in
experience in Banking experience in the area of Finance.
experience
functional area of Chemical
including functional coffee industry
and Finance.
Agri Business/
in various areas of management
Engineering
expertise in
relating to quality
Commodity
including marketing, team
Sales, Marketing
and quality- related
trading.
building, organization
and Corporate
aspects of Domestic
development and managing
Management.
and International
new products.
Coffee.
Directorships
Nil
Public Limited
Nil
Public Limited
Private Limited Public Limited
Nil
held in other
Companies
Companies
Companies
Companies
Companies
Tata Global
Tata Global Beverages Cargill India
TRIL Constructions Ltd.
(excluding
Beverages Ltd.
Ltd.
Private Ltd.
Tata Housing Development
foreign
Infiniti Retail Ltd.
India Collections
Company Ltd.
Companies
Trent Ltd.
Management Ltd.
Private Limited
and Section 8
Tata Industrial
Tata Cleantech Capital
Companies
Companies)
Services Ltd.
Ltd.
Amalgamation Plantations
Private Limited
Pvt. Ltd.
Companies
Axis Mutual Fund
Kanan Devan Hills
Tata Starbucks
Trustee Limited
Plantations Company
Private Ltd.
Private Limited
Pvt. Ltd.
Companies
Tata Tea Holdings Pvt. Ltd.
IFMR Rural Channels
Tata Starbucks Pvt. Ltd.
and Services Pvt. Ltd.
Memberships/
Nil
Audit Committee
Nil
Audit Committee
Nil
Audit Committee
Nil
Chairmanships
Tata Global
Tata Global Beverages
of committees
Beverages Ltd.
Ltd. (Chairman)
(Member)
of other Public
(Member)
Tata Cleantech Capital
Companies
Ltd. (Member)
(includes
Stakeholders
only Audit
Relationship
Committee and
Committee:
Stake Holder
Tata Global Beverages
Relationship
Ltd. (Chairman)
Committee)
No. of Shares
Nil
Nil
Nil
Nil
Nil
Nil
1,000
held in the
Company
25
EXPLANATORY STATEMENT
Pursuant to Section 102 of the Companies Act, 2013 (Act)
Item Nos. 6 to 8
Ms. Sunalini Menon, Mr. V. Leeladhar and Mr. Siraj Azmat Chaudhry
were appointed as Additional Directors of the Company with effect
from 23rd September, 2014, 22nd December, 2014 and 15th May, 2015
respectively. In terms of the provisions of Section 161 of the Act, they
hold office till the date of ensuing Annual General Meeting and are
eligible for re-appointment.
Notice under the provisions of the Section 160 of the Act along with
the deposit of requisite amount has been received from a member
signifying its intention to propose the candidatures of Ms. Sunalini
Menon, Mr. V. Leeladhar and Mr. Siraj Azmat Chaudhry, as Directors
of the Company.
In terms of Section 149 of the Act, an Independent Director can
hold office for a term up to five consecutive years on the Board of
a Company and are not liable to retire by rotation. Each of these
Directors has given declaration to the Board that they meet the
criteria of independence as provided under Section 149(6) of the Act
as well as Clause 49 of the Listing Agreement.
The subject of appointment of Ms. Sunalini Menon, Mr. V. Leeladhar
and Mr. Siraj Azmat Chaudhry as Independent Directors were
placed before the Nomination & Remuneration Committee, which
recommended their appointment for five years from the date of the
Annual General Meeting.
In the opinion of the Board, each of these Directors fulfill the
conditions specified in the Act and the Rules framed thereunder for
appointment as Independent Directors and they are independent of
the management.
from 25th October, 2014. The members vide E-voting/Postal Ballot

process dated 13th January, 2015, approved the terms and conditions
of his appointment including the Remuneration payable. In terms of
the provision of Section 161 of the Act, he holds office till the date of
the ensuing AGM and is eligible for re-appointment.
Notice under the provision of Section 160 of the Act, along with the
requisite deposit has been received from a member signifying its
intention to propose the candidature of Mr. K. Venkataramanan as a
Director of the Company.
The Directors recommend the resolution set out in Item No. 9 of the
accompanying notice.
Mr. K. Venkataramanan is interested and concerned in the
Resolution mentioned in item No. 9 in the Notice. Other than
Mr. K. Venkataramanan, no other Directors, Key Managerial Personnel
or their respective relatives are concerned or interested in the
Resolution.
Item Nos. 10 & 11
Mr. Sanjiv Sarin was appointed as an Additional Director of the
Company with effect from 25th April, 2015. In terms of the provision
of Section 161 of the Act he holds office till the date of the ensuing
AGM and is eligible for re-appointment. The Board of Directors, vide
its Meeting dated 27th March, 2015 also appointed Mr. Sanjiv Sarin
as Managing Director and CEO of the company for a period of three
years with effect from 25th April, 2015 on the terms and conditions
including remuneration as indicated below. In terms of the provision
of Section 161 of the Act he holds office till the date of the ensuing
AGM and is eligible for re-appointment.
Mr. Sanjiv Sarins appointment is subject to the approval of the
members in the Annual General Meeting.
In compliance with the provisions of Section 149 read with Schedule

IV of the Act, the appointment of each of these Directors as
Independent Directors are now being placed before the members in
General Meeting for their approval.
Notice under the provision of Section 160 of the Act, along with the
requisite deposit has been received from a member signifying its
intention to propose the candidature of Mr. Sanjiv Sarin as a Director
of the Company.
The terms and conditions of appointment of Independent Directors

shall be open for inspection by the members at the Registered Office
during normal business hours on any working day of the Company.
The main terms and conditions of appointment of Mr. Sanjiv Sarin

(hereinafter referred to as MD and CEO) are given below:
The Directors recommend the resolutions set out in Item Nos. 6 to 8

of the accompanying notice.
Messers Sunalini Menon, V. Leeladhar and Siraj Azmat Chaudhry
are interested and concerned in the Resolutions mentioned at Item
Nos. 6 to 8 in the Notice. No other Directors or Key Managerial
Personnel of the Company or their respective relatives are concerned
or interested in the resolutions.
Item No. 9
Mr. K. Venkataramanan was appointed as an Additional Director and
Executive Director - Finance and CFO of the Company with effect
26
A. Tenure of Appointment: The appointment of the MD and

CEO is for a period of 3 years with effect from 25th April, 2015.
B.
Nature of Duties: The MD and CEO shall devote his whole

time and attention to the business of the Company and carry
out such duties as may be entrusted to him by the Board, and
exercise such powers as may be assigned to him, subject to
the superintendence, control and directions of the Board in
connection with and in the best interest of the business of the
Company and the business of any one or more of its Associated
Companies and/or Subsidiaries, including performing duties as
assigned by the Board from time to time, by serving on the
Statutory Reports
Company Overview
Boards of such Associated Companies/Subsidiaries or any

other Executive Body or a Committee of such a Company.
contained in the Agreement executed between

the Company and the MD and CEO (Agreement);
or
C. Remuneration:

The MD and CEO shall be entitled to remuneration as stated

hereunder in terms of Schedule V of the Companies Act, 2013:
(c) in the event the Board expresses its loss of

confidence in the MD and CEO.
(i)
v.
In the event the MD and CEO is not in a position to

discharge his official duties due to any physical or mental
incapacity, the Board shall be entitled to terminate
his contract on such terms as the Board may consider
appropriate in the circumstances.
vi.
Upon the termination by whatever means of the MD

and CEOs employment:
(ii)
Remuneration: (a) Basic salary upto a maximum of

` 7,00,000 per month, with authority to the Board or a
Committee thereof to fix his basic salary within the said
maximum amount; (b) Commission and/or incentive
remuneration based on performance criteria to be laid
down by the Board; and (c) Benefits, perquisites and
allowances as may be determined by the Board from
time to time over and above the basic salary.
Minimum Remuneration: Notwithstanding anything to
the contrary herein contained, where in any Financial
Year during the currency of the tenure of the MD and
CEO, the Company has no profits or its profits are
inadequate, the Company will pay remuneration by way
of basic salary, benefits, perquisites and allowances as
specified above.
D.
Other terms of Appointment:
i.
The MD and CEO shall not become interested or

otherwise concerned, directly or through his spouse
and/or children, in any selling agency of the Company.
ii.
The terms and conditions of the appointment of the MD

and CEO may be altered and varied from time to time by
the Board as it may, in its discretion deem fit, irrespective
of the limits stipulated under Schedule V to the Act or
any amendments made hereafter in this regard in such
manner as may be agreed to between the Board and the
MD and CEO subject to such approvals as may be required.
iii.
iv.
The appointment may be terminated by either party

by giving to the other party six months notice of
such termination or the Company paying six months
remuneration in lieu thereof.
The employment of the MD and CEO may be terminated
by the Company without notice or payment in lieu of
notice:
(a) the MD and CEO shall immediately tender his

resignation from offices held by him in any
subsidiaries and associated companies and other
entities without claim for compensation for loss of
office;
(b) the MD and CEO shall not without the consent

of the Company at any time thereafter represent
himself as connected with the Company or any
of the subsidiaries or associated companies. In
accordance with the Articles of Association of
the Company, the Managing Director will not be
liable to retire by rotation.
vii. The terms and conditions of appointment of the MD

and CEO also include clauses pertaining to adherence
with the Tata Code of Conduct and maintenance of
confidentiality.
viii. If and when the Agreement expires or is terminated for any

reason whatsoever, the MD and CEO will cease to be the
MD and CEO, and also cease to be a Director.
In compliance with provision of Sections 196,197, Schedule V and

other applicable provisions, if any, of the Companies Act, 2013, the
terms of appointment and remuneration specified above are now
being placed before the Members for their approval.
The Directors recommend the resolutions set out in Item Nos. 10 & 11
of the accompanying notice.
(a) if the MD and CEO is found guilty of any gross

negligence, default or misconduct in connection
with or affecting the business of the Company or
any subsidiary or associated company to which
he is required to render services; or
Mr. Sanjiv Sarin is interested and concerned in the resolutions

mentioned in item Nos. 10 & 11 in the Notice. Other than Mr. Sanjiv
Sarin, no other Directors, Key Managerial Personnel or their respective
relatives are concerned or interested in the Resolutions.
(b)
The Board of Directors of the Company on the recommendation of

the Audit Committee approved the Appointment and Remuneration
of M/s Rao, Murthy & Associates, Cost Accountants, to conduct the
in the event of any serious, repeated or continuing

breach (after prior warning) or non-observance
by the MD and CEO of any of the stipulations
Item No. 12
27
Audit of Cost Records of the Company for the Financial Year ending
31st March, 2016.
In terms of the provisions of Section 148 of the Companies Act, 2013,
read with Rule 14 of the Companies (Audit and Auditors) Rules 2014,
the Remuneration payable to the Cost Auditor is to be ratified by the
members of the Company.
The Directors recommend the resolution set out in Item No. 12 of the
accompanying notice.
None of the Directors or Key Managerial Personnel of the Company

and their relatives are in any way concerned or interested, in the
resolution.
By Order of the Board

N.S. Suryanarayanan
Company Secretary
Place: Bengaluru
Process and manner for members opting to

vote through electronic means:
1.
In compliance with the provisions of Section 108 of the

Companies Act, 2013, read with Rule 20 of The Companies
(Management and Administration) Rules, 2014, as amended
from time to time and Clause 35B of the Listing Agreement,
the Company is pleased to provide to the Members the facility
to exercise their right to vote at the 72nd Annual General
Meeting (AGM) by electronic means and the business may be
transacted through the e-voting services provided by National
Securities Depository Ltd. (NSDL).
The instructions for e-voting are as under:
A.
In case a Member receives an email from NSDL (for

members whose e-mail IDs are registered with the
Company/ Depository Participants):
(i)
Open the e-mail and open pdf file Tata Coffee

e-voting.pdf with your Client ID or Folio No. as
password. The pdf file contains your user ID and
password/PIN for e-voting. Please note that this
password is an initial password.
(ii)
Launch internet browser by typing the following

URL: https://www.evoting.nsdl.com.
(iii)
Click on Shareholder Login.
(iv) Type User ID and password as initial password/

PIN noted in step (i) above. Click Login.
(v) You will now reach Password Change Menu,

wherein you are required to mandatorily change
your password/ PIN with new password of your
choice. The new password shall comprise of
minimum 8 characters with at least one upper
case (A-Z), one lower case (a-z), one numeric
value (0-9) and a special character (@,#,$, etc.). On
first login, the system will prompt you to change
your password and update your contact details
like mobile number, e-mail address, etc. in the
user profile details of the folio, which may be used
for sending future communications. You will also
need to enter a secret question and answer of
your choice to retrieve your password in case you
forget it. Note your new password. It is strongly
28
recommended that you do not share your

password with any other person and that you take
utmost care to keep your password confidential.

(vi)
You need to login again with the new credentials.

Home page of e-voting will open. Click on
e-voting: Active Voting Cycles.
(vii) Select the EVEN (Electronic Voting Event

Number) of Tata Coffee Limited. Now you are
ready for e-voting as Cast Vote page opens.
(viii) The voting rights of the shareholders shall be in

proportion to their shares of the paid-up equity
share capital of the Company as on 27th July, 2015
(Cut off Date).
(ix) On the voting page, you may cast your vote by

selecting an appropriate option For or Against and
click SUBMIT. A confirmation box will be displayed.
Click OK to confirm or CANCEL to modify. Once
you confirm, you will not be allowed to modify your
vote. Upon confirmation, the message Vote Cast
Successfully will be displayed.
(x)
You can similarly vote in respect of all other

resolutions forming part of the Notice of the
Annual General Meeting. During the voting
period, members can login any number of times
till they have voted on all the Resolutions.
(xi)
If you wish to log out after voting on a few resolutions

and continue voting for the balance resolutions later,
you may click on RESET for those resolutions for
which you have not yet cast the vote.
(xii) Corporate/ Institutional Members (i.e., other than

Individuals, HUF, NRI, etc.) are also required to
send scanned certified true copy (PDF Format)
of the relevant Board Resolution/Authority Letter,
etc. together with attested specimen signature(s)
of the duly authorized representative(s) who are
authorized to vote, to the Scrutinizer at the email
address: cs@parikhassociates.com with a copy
marked to evoting@nsdl.co.in. The scanned image
of the above mentioned documents should be in
the naming format: Corporate Name_EVEN NO.
B.
Company Overview
In case of Members whose e-mail IDs are not registered

with the Company/Depository Participants, their User ID
and initial password/ PIN is provided on the Ballot Form
sent with the Annual General Meeting Notice.
Please follow all steps from Sr. No. (ii) to (xi) as mentioned
in (A) above, to cast your vote.
C.
Members who are already registered with NSDL for

e-voting can use their existing User ID and password/PIN
for casting their votes.
D.
The e-voting period commences on 31st July, 2015 (9.00

a.m.) and ends on 2nd August, 2015 (5.00 p.m.). During
this period, members holding shares in either physical or
dematerialized form as on the Cut-Off Date of 27th July,
2015, may cast their votes electronically. The e-voting
module shall be disabled by NSDL for voting thereafter.
E.
In case of any query pertaining to e-voting, members

may refer to the Frequently Asked Questions (FAQs)
for shareholders and e-voting user manual for
shareholders available at the Downloads section of
https://www.evoting.nsdl.com.
For the benefit of Members who do not have access to

e-voting facility, a Ballot form is being sent along with
the Notice of the Annual General Meeting, to enable
them to send their assent or dissent by post. Members
may send the duly completed Ballot Forms so as to
reach the Scrutinizer not later than 29th July, 2015
(5.00 p.m.). Ballot Forms received after this date will
be treated as invalid. Detailed instructions on voting
through post are given on the reverse of the Ballot Form.
2.
General instructions/information for Members for voting on

the Resolutions:
(a)
(b)
A Member can opt for only one mode of voting, i.e.

either by e-voting or through Ballot. In case of Member(s)
who cast their votes by both modes, then voting done
through e-voting shall prevail and the Ballot form of that
Member shall be treated as invalid.
Facility of voting through Poll paper shall also be made
available at the Meeting. Members attending the
Meeting, who have not already cast their vote by remote
e-voting or through Ballot Form shall be able to exercise
their right at the Meeting.
(c)
Members who have cast their vote by remote e-voting

or through Ballot Form prior to the Meeting, may also
attend the Meeting, but shall not be entitled to cast their
vote again.
(d)
The voting rights of the shareholders (for voting through

remote e-voting or through Ballot Form or by Poll paper
at the Meeting) shall be in proportion to their share of
the paid-up equity share capital of the Company as on
Statutory Reports
27th July, 2015 (Cut-Off Date). A person whose name is

recorded in the register of members or in the register of
beneficial owners maintained by the depositories as on
the cut-off date only shall be entitled to avail the facility
of remote e-voting, voting through Ballot form as well as
voting at the meeting.

(e)
Any person, who acquires shares of the Company and

become member of the Company after dispatch of
the notice and holdings shares as of the cut of date i.e.
27th July, 2015, may obtain the login Id and password by
sending a request at evoting@nsdl.co.in. However, if you
are already registered with NSDL for remote e-voting
then you can use your existing user ID and password
for casting your vote. If you forgot your password, you
can reset your password by using Forgot User Details/
Password option available on www.evoting.nsdl.com
(f)
In case a member is desirous of obtaining a duplicate Ballot

Form, or desires to vote in physical form, he may request
for same by mentioning their folio/DP IdClient Id No.
However, the duly completed Ballot Forms should reach the
Scrutinizer not later than 29th July, 2015 (5.00 p.m. IST) Ballot
Forms received after this date will be treated as invalid.
(g) Mr. P.N. Parikh, Practicing Company Secretary

(Membership No. FCS 327) has been appointed by the
Company as Scrutinizer for scrutinizing the remote
e-voting process, voting through Ballot and Poll at the
AGM in a fair and transparent manner.
(h) The Scrutinizer shall, immediately after the conclusion

of voting at the Annual General Meeting, first count the
votes cast at the Meeting, thereafter unblock the votes cast
through remote e-voting in the presence of atleast two (2)
witnesses not in the employment of the Company.
(i)
The Scrutinizer will collate the votes cast at the Meeting,

votes downloaded from the e-voting system and votes
received through post and make, not later than two
days from the conclusion of the Meeting, a Consolidated
Scrutinizers Report of the total votes cast in favour or
against, if any, to the Chairman or a person authorized
by him in writing, who shall countersign the same.
(j)
The Chairman or the person authorized by him in

writing shall forthwith on receipt of the consolidated
Scrutinizers Report, declare the result of the voting.
The Results declared, along with the Scrutinizers
Report, shall be placed on the Companys website
www.tatacoffee.com and on the website of NSDL within
two (2) working days of passing of the resolutions and
communicated to the Stock Exchanges where the
Company is listed, viz. Bombay Stock Exchange Ltd. and
National Stock Exchange of India Ltd.
29
Directors Report
Your Directors are pleased to submit their 72nd Report together with the Audited statement of accounts for the year ended 31st March, 2015.
FINANCIAL RESULTS:
The Companys financial performance, for the year ended 31st March, 2015 is summarized below:
` in Crores

Profit from Operations
Add: Other Income
Profit before Interest
Less:Interest
Profit Before Exceptional Items and Taxes
Add: Exceptional Income/(Expenses)
Profit Before Tax
Provision for Tax
Profit After Tax
Less: Minority Interest
Profit After Tax net of Minority Interest
Surplus brought forward from Previous Year
Transfer on Merger of Alliance Coffee Limited
Amount available for appropriation
General Reserve No.I
General Reserve No.II
Reversal of Dividend Distribution Tax
Transitional Impact of Depreciation
Dividends

Final (Proposed)

Tax on Dividend
Balance carried forward
Standalone
2014-15
2013-14
683.78
650.92
104.20
117.96
40.14
35.18
144.34
153.14
9.20
4.91
135.14
148.23
6.52
141.66
148.23
40.10
41.66
101.56
106.57
101.56
106.57
233.28
167.87
0.13
334.97
274.44
(11.00)
(11.00)
(13.82)
(1.75)
2.38
(0.16)
(24.28)
(4.94)
283.15
(24.28)
(4.13)
233.28
Consolidated
2014-15
2013-14
1691.42
1677.17
289.72
263.63
8.92
12.04
298.64
275.67
39.45
36.93
259.19
238.74
6.52
(102.29)
265.71
136.45
95.45
32.86
170.26
103.59
49.87
22.11
120.39
81.48
260.03
219.71
380.42
301.19
(11.00)
(11.00)
(13.82)
(1.75)
2.38
(0.16)
(24.28)
(4.94)
328.60
(24.28)
(4.13)
260.03
TURNOVER:
Standalone:
PROFITS:
Standalone:
Your Companys turnover during the year under review was `683.78
Crores as compared to ` 650.92 Crores in the previous year, registering
an increase of 5 % over the previous year.
Profit from Operations before Other income and interest for the
year ended 31st March, 2015, stood at ` 104.20 Crores as against
` 117.96 Crores in the previous year. Profit before Tax for the year
2014-15 is ` 141.66 Crores vis--vis ` 148.23 Crores in the previous
year. Profit after Tax in 2014-15 stood at `101.56 Crores as against
` 106.57 Crores in the previous year.
Consolidated:
The Consolidated turnover was `1,691.42 Crores as compared to
` 1,677.17 Crores in the previous year,.
30
Company Overview
Consolidated:
On a consolidated basis, the Profit from Operations before Other
income and interest for the year ended 31st March, 2015, stood at
` 289.72 Crores as against ` 263.63 Crores in the previous year. Profit
before Tax for the year 2014-15 is ` 265.71 Crores vis--vis ` 136.45
Crores in the previous year. Profit after Tax (net of minority interest)
in 2014-15 stood at `120.39 Crores as against ` 81.48 Crores in the
previous year.
Coffee:

The Company has not issued shares with differential voting rights,
employee stock options and sweat equity shares. The Company has
paid Listing Fees for the Financial Year 2015-16 to each of the Stock
Exchanges.
GLOBAL COFFEE SCENARIO:

The global production for the year 2014 is estimated at 142 million
bags and the consumption at 149 million bags. As per International
Coffee Organisation (ICO) estimates, the total consumption grew at
the rate of 1.5% in the year 2014.
The year under review witnessed uncertain weather conditions globally
impacting the Arabica coffee crops. Brazil, the worlds largest coffee
producer, faced a drought which impacted their coffee harvests.
Similar weather concerns in other parts of the world resulted in a sharp
increase in Arabica Coffee prices through the year 2014. The price
of Arabica which remained in the range of 102 to 150 cents/lb in the
New York terminal during the period January to December 2013,
witnessed a steep jump to 212 cents/lb in April 2014 and 222 cents/lb
in October 2014. With supply concerns easing Arabica retraced to
133 cents/lb levels in March 2015.
Regarding Robusta, Vietnam the worlds largest Robusta coffee
producer recorded a bumper Robusta crop which got commercialised
in late 2014. The price of Robusta, which remained flat in the range
of US$ 1500-1800/MT in the London Terminal till Jan 2014, started
hardening from February 2014 and touched US$ 2200/MT in March
2014. On the back of a decent Vietnam crop, the Robusta price
traded, witnessed a correction and settled at US$ 1729/MT by end
March 2015.
The Company has harvested a higher Robusta crop of 7,002

MT as against 4,781 MT in the previous year. This has been the
highest Robusta production in the last 5 years. While in the case
of Arabica, being a biennial off year, production has been lower
at 1,594 MT as against 2,076 MT in the previous year. The Coffee
harvesting operation has been completed as per schedule.
Tea:

SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2015 was ` 18.67
crores comprising of 18,67,70,370 Shares of ` 1 each. During the year,
the Equity Shares of the Company was sub-divided from the face
value of ` 10/- to ` 1/- per share after obtaining the consent from the
members of the Company by way of E-voting/Postal Ballot.
OPERATIONS:
A. Plantations:
DIVIDEND & RESERVES:

Your Directors have recommended a Dividend of ` 1.30/- per share
(face value of ` 1 per share) aggregating to ` 24.28 Crores for the year
2014-15. The Dividend Tax amounts to ` 4.94 Crores. It is proposed to
carry forward a sum of ` 11 Crores towards reserves.
Statutory Reports
The Company produced 6.170 Million Kgs of Made tea for

the Financial Year 2014-15 as against 6.545 Million kgs in the
previous year. The long drought followed by heavy rain and
some pest attack had its impact on the tea production. During
2014-15, the Tea market witnessed an easier trend compared
to 2013-14 mainly due to increased crop in Africa. This directly
impacted South India Tea prices due to lower exports. South
India auction prices dropped by around ` 15.00 per kg.
Pepper:

The Company has achieved a higher pepper production of

1150 MT for the Financial Year 2014-15 as against 368 MT in
the previous year. The Company has initiated various steps to
further enhance the production base of pepper in the coming
years.
Curing Works:
The Companys Curing Works at Kushalnagar, cured a total of

10,266 MT Coffee during the current year as against 11,988 MT
in the previous year, due to lower crop arrivals. In addition, 327
MT of Monsoon Coffee was processed as against 306 MT in the
previous year.
Green Coffee Exports:

During the year 2014-15, your Company exported 5,382 MT of

coffee as against 5,238 MT in the previous year. Your Company
continues to focus on growth, through Differentiated/Specialty
coffees with volumes at 2,120 MT at very healthy premiums.
Plantation Trails:
Plantation Trails, our hospitality business has performed

exceedingly well in the year under review by recording its
best performance since inception. Rework on the business
model to optimize costs, enhanced customer centricity, and
increased operational efficiencies have resulted in a significant
business turnaround. Occupancies grew despite the increased
competitive intensity in the marketplace. Plantation Trails
has also been the recipient of several awards during the year
including the prestigious recognition by Trip Advisor for the
Certificate of Excellence- 2014 Winner.
31
B. Instant Coffee Division:

The year 2014-15 saw the Instant Coffee Division post record
annual sales and production. The total sales volumes clocked
were 7,677 MTs a jump of 16% over the last Financial Year.
The production for the year stood at 7,975 MTs an increase
of 15% over last fiscal. In the first full year of increased capacity
available, the division did remarkably well in utilizing it to the
tune of 92%. The new Freeze Dried Coffee (FDC) unit ran to full
capacity during the year.
The increase in Instant Coffee sales volumes was posted
despite strong headwinds in the market. The financial crisis in
Russia the largest market of soluble coffee globally and the
rapid weakening of global currencies posed strong challenges
to our export oriented business. In addition, the overhang
of excess capacities in Instant Coffee globally, continued to
pressurize the trade margins. The geopolitical risks in some of
our key markets like Ukraine and Middle East also weighed on
the portfolio performance.
Market expansion remains at the core of our strategy in the
Instant Coffee Business. Our portfolio has been traditionally
a Russia & CIS dominated one. This year just over half of our
sales came from Russia and CIS vis-a-vis an 80% share a few
years ago. As a conscious move towards de-risking our model,
we added 32 new customers who contributed around 20% of
our total volumes. Some of the countries where we placed our
soluble coffees for the first time were China, Angola, Pakistan
and Mongolia.
In addition to our customer acquisitions, we also steadily
continued our progress on product and packaging innovation.
Our new variants of coffee mixes and customized packaging
solutions enhanced our standing as an institutional marketeer.
We also marched ahead steadily on our commitment to quality
excellence. Our Theni Unit received the prestigious BRC & IFS
certifications allowing us to service top most manufacturers
and retailers, especially in Europe. Additionally, Theni factory
also received ISO 14001, Halal & Kosher certifications while our
Toopran Unit has been certified for ISO 14001 and 18000.
C. Starbucks:

32
Your Company continues to cater exclusively to the

requirements of Tata Starbucks outlets in India from its state
of art coffee roasting facility at Kushalnagar. The coffee beans
used for this purpose are being supplied exclusively from the
Companys estates. Efforts are on to fully utilize the installed
capacity of this roasting facility. In the past year we have
added to our certification portfolio and are now FSSC 22000
certified (Food Safety System Certification). This forms a part of

ourintegrated management system whichnow includesISO
9001:2008 (Quality Management System), ISO 22000:2005
(Food Safety Management System) and ISO 14001:2004
(Environment Management System)

Quality Awards:
Sustainability Awards:
Tata Coffee has consistently been committed to environment

protection and co-exists with nature at the coffee
plantations. During the year under review, the Company
won the prestigious Golden Peacock Award for excellence in
Environment Management
Sustained quality has been the main focus of the Company over
the years. The R & G Unit at Kushalnagar has won the award
for the most innovative design and the best Roaster Award in
the India International Coffee Festival (IICF) held in 2014. The
Balmany, Valparai, Sunticoppa, Mylemoney, Margolly, Ubban and
Yemigoondi Estates of the Company have bagged Regional and
Specialty awards for their Arabica and Robusta Coffee.
Our Theni and Toopran units have won the CII Environment
Systems award for the year.
Your company continues to actively participate in domestic

and International forums to propagate and popularize the
companys coffee.
CAPITAL EXPENDITURE:
During 2014-15, ` 2,266.46 Lakhs was incurred primarily on

account of welfare, modernisation, up-gradation and other
programmes undertaken in the various units of the Company.
SUBSIDIARY COMPANIES:
I.
Eight O Clock Coffee Company (EOC):
EOCs total income during 2014-15 at ` 1,007.64 Crores, under

Indian GAAP, was marginally lower than the previous years total
income of ` 1,026.25 Crores. The reduction in top-line is due to
lower bagged volumes in the first half of the year. However, in
the second half, EOC volumes increased driven by its popular
consumer programs and effective promotional listings.
EOCs total Income also includes royalty income from the single
serve K- cups sold under a licensing agreement with Keurig. K-cup
volumes increased significantly year on year due to growth in the
single serve business and addition of four new EOC SKUs. Overall
profitability of EOC improved over the previous year.
II.
Consolidated Coffee Inc.:
Consolidated Coffee Inc (CCI) is the holding company of

EOC.The net profit ( including the profits of EOC), after taxes is
Company Overview
at ` 99.91 Crores as compared to a loss of ` 3.90 Crores in the

previous year.
III. Alliance Coffee Limited:

During the year under review, the Honorable High Court of

Karnataka approved the Scheme of amalgamation of Alliance
Coffee Ltd (ACL) - the Companys wholly owned subsidiary with
the Company with effect from 1st April, 2013; consequently the
Assets and Liabilities of ACL stand vested with the Company
from the effective date and ACL stands dissolved without
undergoing the process of winding up and consequently
ceased to be a Subsidiary of the Company.
PERFORMANCE OF SUBSIDIARIES:
A Statement containing the salient features of the financial position of
the subsidiary company in Form AOC. 1 is annexed as per Annexure A.
The Company does not have any associate or joint venture companies.
The policy for determining the criteria of material subsidiaries can be
viewed at the companys website at www.tatacoffee.com.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The details of loans and investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements forming part of Annual Report. The Company
has not provided any guarantees during the Financial Year.
FIXED DEPOSIT:
The Company has not accepted any public deposits during the year
under review.
RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered into during the
Financial Year were on an arms length basis, in the ordinary course
of business and were in compliance with the applicable provisions
of the Companies Act, 2013 and the Listing Agreement. There were
no materially significant Related Party Transactions made by the
Company during the year that required Shareholders approval under
clause 49 of the Listing Agreement.
All Related Party Transactions are placed before the Audit Committee
for approval. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are repetitive in nature. A
statement of all Related Party Transactions is placed before the Audit
Committee for its review on a quarterly basis, specifying the nature,
value terms and conditions of the transactions.
The Company has adopted a Related Party Transactions Policy. The
Policy, as approved by the Board, is uploaded on the Companys
website at the web link: http://www.tatacoffee.com/investors/
related_party.pdf
The details of the transactions with Related Parties are provided in the
accompanying financial statements.
Statutory Reports
RISK MANAGEMENT:
The Company has adopted a Risk Management Policy in accordance
with the provisions of the Act and Clause 49 of the Listing Agreement.
It establishes various levels of accountability and overview within the
Company.
The Company has a Risk Management Committee which has been
entrusted with the responsibility to assist the Board in (a) Approving
the Companys Risk Management framework (b) Overseeing that
all the risks that the organization faces such as strategic, financial,
liquidity, security, regulatory, legal, reputational and other risks have
been identified and assessed to ensure that there is a sound risk
management policy in place to address such concerns/risks. The Risk
Management process covers risk identification, assessment, analysis and
mitigation. Incorporating sustainability in the process also helps to align
potential exposures with the risk appetite and highlights risks associated
with chosen strategies.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Companys internal audit systems are geared towards ensuring
adequate internal controls commensurate with the size and needs
of the business, with the objective of efficient conduct of operations
through adherence to the Companys policies, identifying areas
of improvement, evaluating the reliability of Financial Statements,
ensuring compliances with applicable laws and regulations and
safeguarding of assets from unauthorized use.
Details of the internal controls system are given in the Management
Discussion and Analysis Report, which forms part of the Directors
Report.
CORPORATE GOVERNANCE:
The Company is in compliance with all the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement
entered into with the Stock Exchanges. The Compliance Report on
Corporate Governance forms an integral part of this Report. The
requisite certificate from the Auditors of the Company confirming
compliance with the conditions of Corporate Governance is attached
to the report on Corporate Governance.
The Management Discussion and Analysis Report for the year under
review as stipulated under clause 49 of the Listing Agreement with
the Stock Exchanges, is presented in a separate section and forms a
part of the Directors Report.
DIRECTORS:
Ms. Sunalini Menon, Mr. K. Venkataramanan, Mr. V. Leeladhar, Mr. Sanjiv
Sarin and Mr. Siraj Azmat Chaudhry were appointed as Additional Directors
of the Company and in terms of Article 101 of the Articles of Association
of the Company read with Section 161 of the Companies Act, 2013, they
hold office upto the date of the ensuing Annual General Meeting. It is
33
proposed to appoint Ms. Sunalini Menon, Mr. V. Leeladhar and Mr. Siraj
Azmat Chaudhry as Independent Directors at the forthcoming Annual
General Meeting in compliance with Section 149(6) of the Companies
Act, 2013 and revised Clause 49 of the Listing Agreement. The Company
has received a notice from shareholder in terms of Section 160 of the
Act signifying its intention to propose the appointment of Ms. Sunalini
Menon, Mr. K. Venkataramanan, Mr. V. Leeladhar, Mr. Sanjiv Sarin and Mr.
Siraj Azmat Chaudhry as Directors in the forthcoming Annual General
Meeting.
Mr. K. Venkataramanan was appointed as Executive Director- Finance
and Chief Financial Officer for a period of 3 years with effect from
25th October 2014. His term of appointment was approved by the
members on 13th January 2015 through E-voting/Postal Ballot.
Mr. Sanjiv Sarin was appointed as Managing Director and Chief
Executive Officer for a period of 3 years with effect from 25th April
2015. The necessary resolution for his appointment is being placed
before the members for their consideration at the forthcoming
Annual General Meeting.
Mr. Venu Srinivasan resigned as a Director from the Board with effect
from 1st September, 2014. Mr. D.R. Kaarthikeyan demitted his office as
a Director in accordance with the Group Guidelines with effect from
1st October, 2014.
Mr. M. Deepak Kumar retired as Executive Director- Finance with
effect from 24th October, 2014; Mr. Hameed Huq, retired as Managing
Director with effect from 31st March, 2015.
The Board wishes to place on record its appreciation for the invaluable
services rendered by Mr. Venu Srinivasan, Mr. D.R. Kaarthikeyan,
Mr. M Deepak Kumar and Mr. Hameed Huq during their tenure as
Directors of the Company.
All the Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of
the Act and Clause 49 of the Listing Agreement entered into with
the Stock Exchanges. In the opinion of the Board, they fulfill the
conditions of independence as specified in the Act and Rules made
there under and are independent of the management.
Governance Guidelines:
The Company has adopted Governance Guidelines on Board
Effectiveness. The Governance Guidelines cover aspects related to
composition and role of the Board, Chairman and Directors, Board
diversity, definition of independence, Director term, retirement
age and Committees of the Board. It also covers aspects relating to
nomination, appointment, induction and development of Directors,
Director remuneration, Subsidiary oversight, Code of Conduct, Board
Effectiveness Review and Mandates of Board Committees.
34
Procedure for Nomination and Appointment of

Directors:
The Nomination and Remuneration Committee is responsible for
developing competency requirements for the Board based on
the industry and strategy of the Company. The Nomination and
Remuneration Committee reviews and evaluates the resumes
of potential candidates vis-a-vis the required competencies. The
Nomination and Remuneration Committee also meets with potential
candidates, prior to making recommendations of their nomination to
the Board. At the time of appointment, specific requirements for the
position, including expert knowledge expected, is communicated to
the appointee.
Criteria for Determining Qualifications,

Attributes and Independence of a Director:
Positive
The Nomination and Remuneration Committee has formulated

the criteria for determining qualifications, positive attributes and
independence of Directors in terms of Section 178(3) of the Act and
Clause 49 of the Listing Agreement.
Independence:
In accordance with the above criteria, a Director will be considered
as an Independent Director if he/she meets with the criteria for
Independent Director as laid down in the Act and clause 49 of the
Listing Agreement.
Qualifications:
A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and
gender. It is also ensured that the Board has an appropriate blend
of functional and industry expertise. While recommending the
appointment of a Director, the Nomination and Remuneration
Committee considers the manner in which the function and domain
expertise of the individual will contribute to the overall skill-domain
mix of the Board.
Positive Attributes:
In addition to the duties as prescribed under the Act, the Directors
of the Board of the Company are also expected to demonstrate
high standards of ethical behavior, strong interpersonal and
communication skills and soundness of judgment. Independent
Directors are also expected to abide by the Code of Independent
Directors as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance

Performance of its Committees and of Directors:
and
Pursuant to the provisions of the Act and clause 49 of the Listing

Agreement, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation
of the working of its Committees.
Company Overview
Statutory Reports
The Nomination and Remuneration Committee has defined the

evaluation criteria and the performance evaluation process for the
Board, its Committees and Directors.
The Board has constituted an Audit Committee with

Mr. S. Santhanakrishnan as Chairman, Prof. Arun Monappa,
Ms.Sunalini Menon and Mr. V Leeladhar as Members.
The Boards functioning is evaluated on various aspects, including

inter alia degree of fulfillment of key responsibilities, Board structure
and composition, establishment and delineation of responsibilities
to various Committees, effectiveness of Board processes, information
and functioning.
The details of the composition of the Board and its Committees

and of the Meetings held and attendance of the Directors at such
Meetings are provided in the Corporate Governance Report.
Directors were evaluated on aspects such as attendance, contribution

at Board/Committee meetings and guidance/support to the
management outside Board/Committee meetings.
The Committees of the Board were assessed on the degree
of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried
out by the Board. The performance evaluation of the Chairman and
the Non Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Board, its
Committees and the Directors.
The Chairman of the Board provided feedback to the Directors on
the significant highlights with respect to the evaluation process of
the Board.
DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and
compliance systems established and maintained by the Company,
work performed by the Internal, Statutory, and Secretarial Auditors
and the reviews performed by Management and the relevant
Board Committees, including the Audit Committee, the Board is of
the opinion that the Companys Internal Financial Controls were
adequate and effective during the Financial Year 2014-15.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the
Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:
(i)
In the preparation of the accounts for the Financial Year ended

31st March, 2015, the applicable accounting standards have
been followed and that there are no material departures;
(ii)
That the Directors have selected such accounting policies and

applied them consistently and made judgments and estimates
that were reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at the end of the Financial
Year and of the profits of the Company for that period;
REMUNERATION POLICY:
The Company has adopted a Remuneration Policy for the Directors, Key
Managerial Personnel and other employees, pursuant to the provisions
of the Companies Act, 2013 and Clause 49 of the Listing Agreement
The Board has on the recommendation of the Nomination and
Remuneration Committee framed a policy for Remuneration for
Directors, Key Managerial Personnel and other employees which lay
down criteria for selection and appointment of Board Members. The
remuneration determined for Executive/Independent Directors is
subject to the recommendation of the Nomination and Remuneration
Committee and approval of the Board of Directors. The Non-Executive
Directors are compensated by way of profit sharing commission and
the criteria being their attendance and contribution at the Board/
Committee Meetings.
(iii) That the Directors have taken proper and sufficient care to
the best of their knowledge and ability for the maintenance
of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud
and other irregularities;
(iv) That they have prepared the accounts for the Financial Year
ended 31st March, 2015 on a going concern basis;
(v)
The Directors have laid down Internal Financial Controls for the
Company which are adequate and are operating effectively;
It is affirmed that the remuneration paid to Directors, Key Managerial

Personnel and all other employees is as per the Remuneration Policy
of the Company.
(vi) The Directors have devised proper systems to ensure

compliance with the provisions of all applicable laws and such
systems are adequate and are operating effectively.
As a policy, the Executive Directors are not paid sitting fees; the
Non-Executive Directors are entitled to sitting fees for the Board/
Committee Meetings.
EMPLOYEES WELFARE:
BOARD AND COMMITTEE MEETINGS:

A calendar of Board and Committee Meetings to be held during the
year was circulated in advance to the Directors. Ten Board Meetings
were convened and held during the year.
The Companys focus on welfare and improving the quality of lives of

its people continues as always. In order to improve the quality of living
for our employees, we have been providing educational assistance to
their children, crche and child care facilities, transport at subsidized
rate to school going children, supply of provisions at cost through
co-operative store branches located at each Unit/Estate.
35
CORPORATE SOCIAL RESPONSIBILITY - SERVICE TO

THE COMMUNITY:
Corporate Social Responsibility Initiatives:
Your Company is committed to ensuring that its growth is sustainable
and significantly enhances the quality of life of the communities in
which it operates. The Company has constituted a Corporate Social
Responsibility Committee in compliance with Section 135 of the
Companies Act, 2013 comprising of two Independent Directors and
the Managing Director of the Company.
The focus areas that have been chosen for serving the community
are Education, Health, Hygiene and Nutrition, Gender Equality,
Environmental Sustainability, Affirmative Action and Promotion of
Rural Sports.
The educational programmes include Swastha, DARE, and Merit
Scholarships for students of Coorg and Anamallais, promoting
education and support for children with visual disabilities and
skill development for the underprivileged through sponsoring
programmes.
The Coorg Foundation - a Public Charitable Trust (Foundation)
established by your Company continues to provide admirable support
to various individuals and institutions in the field of education, health
care and culture during the year. Swastha which was established by The
Coorg Foundation in 1994 as a fully residential institution for differently
abled, continues to extend its support to the needy children in Coorg
and neighbouring areas through its centres in Suntikoppa and Pollibetta
by imparting required education and training. They are trained in making
stationery items, offset and screen printing, greeting cards and table
mats. These products are procured by the public and Institutions in the
Kodagu District. The sale proceeds of the same are utilized for meeting
the day to day expenses of Swastha.
In pursuance of the objectives of the SWASTHA, the DARE
(Developmental Activities for Rehabilitative Education) was set up in
1996 in the Anamallais to train differently abled children to be self
reliant.
Rural India Health Project Hospital (RIHP), Ammathi, which is
supported by the Company, continues to serve the needy sections
of the society. The Coorg Foundation provides grant to RIHP for
treatment of patients belonging to the lower income group.
In addition, the Company has continued its initiatives for the
development and protection of the girl child by conducting regular
camps for detection of nutrition deficiency in girl children and
promotion of self employment opportunities for women in Theni;
providing clean drinking water to the residents near the Toopran Unit
and operating primary school at Anamallais.
36
The Company has a Corporate Social Responsibility Policy and

the same has been hosted in the website of the Company
(www.tatacoffee.com);
The above projects are in accordance with Schedule VII of the Act.
The Annual Report on CSR activities is annexed as Annexure B.
POLICY ON PREVENTION, PROHIBITION AND

REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at workplace
and has adopted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules there under. The policy aims to
provide protection to employees at the workplace and prevent and
redress complaints of sexual harassment and for matters connected
or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, known as the Prevention
of Sexual Harassment (POSH) Committee, to inquire into complaints of
sexual harassment and recommend appropriate action.
During the Financial Year 2014-15, the Company received one
complaint on sexual harassment, which has been disposed off and
appropriate action taken. No complaints were pending.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal
mechanism to the Directors and employees to report their concerns
about unethical behavior, actual or suspected fraud or violation of
the Companys Code of Conduct or ethics policy. The Policy provides
for adequate safeguards against victimization of employees who
avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee. It is affirmed that no personnel
of the Company has been denied access to the Audit Committee.
The Whistle Blower Policy has been posted on the website of the
Company www.tatacoffee.com
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS:
There are no significant or material orders which were passed by the
Regulators or Courts or Tribunals which impact the going concern
status and the Companys Operations in future.
KEY MANAGERIAL PERSONNEL:

In compliance with provisions of Section 203 of the Companies Act,
2013, during the Financial Year 2014-15, The Managing Director and
CEO, Executive Director Finance and CFO, Executive Director- ICD
Operations and the Company Secretary have been nominated as Key
Managerial Personnel.
Company Overview
AUDITORS:
(1) STATUTORY AUDITORS:

M/s. SNB Associates, Statutory Auditors of the Company hold

office till the conclusion of the ensuing Annual General Meeting.
They have confirmed their eligibility to the effect that their
appointment, if made, would be within the prescribed limit under
the Act, and they are eligible for appointment.
(2) COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read

with Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time, your Company has appointed
M/s Rao, Murthy & Associates, Cost Accountants to carry
out Audit of Cost Records for the Financial Year 2015-16. As
required under the Companies Act, 2013, a resolution seeking
members approval for the remuneration payable to the Cost
Auditor forms part of the notice convening the Annual General
Meeting.
(3) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies

Act, 2013 and the rules made there under, the Company
had appointed Mr. Sudhir V. Hulyalkar, Company Secretary in
Practice (CP No. 6137) to undertake the Secretarial Audit of the
Company for the year ended 31st March, 2015. The Secretarial
Audit Report is annexed as Annexure C.
The Auditors Report and the Secretarial Audit Report for the Financial
Year ended 31st March, 2015 do not contain any qualification,
reservation, adverse remark or disclaimer.
Statutory Reports
PARTICULARS OF CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The statement pursuant to Section 134 (3) (m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is
annexed as Annexure D.
PARTICULARS OF EMPLOYEES AND REMUNERATION:

Statement containing information as required under Section 197(12)
of the Companies Act, 2013, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) rules,
2014, is annexed as Annexure E.
In terms of the first proviso to Section 136 of the Act, the Reports
and Accounts are being sent to the shareholders excluding the
information required under Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014. Any shareholder interested in obtaining the same may write
to the Company Secretary at the Registered Office of the Company.
ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1)
of the Companies (Management and Administration) Rules, 2014, the
extract of the Annual Return in Form MGT-9 is annexed herewith as
Annexure F.
On behalf of the Board

R. HARISH BHAT
Chairman
Place: Bengaluru
Dated: 15th May, 2015
37
Annexure - A
AOC-1- Financials of Subsidiary Company

FORM AOC I
Statement containing salient features of the Financial Statement of Subsidiaries/Associate Companies/Joint Ventures
(Pursuant to first Proviso to Sub-Section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
PART A : SUBSIDIARIES ( `Crores)
Sl. No
1.
Name of the Subsidiary
2.
Reporting period for the Subsidiary concerned, if different from the holding Companys period
3.
Reporting currency and Exchange rate as on the last date of the relevant Financial Year in case
of Foreign Subsidiaries.
4.
Share Capital
5.
Reserves & Surplus
6.
Total Assets
7.
Total Liabilities
8.
Investments
9.
Turnover
10.
Profit before Taxation
11.
Provision for Taxation
12.
Profit after Taxation.
13.
Proposed Dividend
14.
% of Shareholding
Consolidated Coffee Inc., USA*

Not Applicable
US Dollar /` 62.50
374.35
141.71
1,607.64
1607.64
Nil
1007.64
155.26
55.35
99.91
Nil
50.08
* Includes Subsidiaries- Eight O Clock Holdings Inc. and Eight O Clock Coffee Company.
Note:
1.
Reporting period of the subsidiary is the same that of the Company.
2.
The Companys Wholly Owned Subsidiary Alliance Coffee Limited has been amalgamated with the Company with effect from 1st April,
2013.
3.
Part B of the Annexure is not applicable as there are no Associate Companies/Joint ventures of the Company as on 31st March, 2015
K. VENKATARAMANAN
Executive Director (Finance) & CFO
N.S. Suryanarayanan
Company Secretary
38
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Managing Director & CEO
R. HARISH BHAT
Chairman
Company Overview
Statutory Reports
Annexure - B
ANNUAL REPORT ON CSR ACTIVITIES OF THE COMPANY:
1.
A brief outline of the Companys CSR Policy, including overview of the projects or programs proposed to be undertaken and a
reference to the weblink of the CSR Policy and projects or programs
The focus areas of CSR Policy are as follows:
a)
Reduction of carbon and water foot print through inclusive and sustainable business practices.
b)
Renewable Energy, Water Conservation & Waste Management to support Environmental Sustainability.
c)
Ensuring protection and restoration of wildlife within the scope of operations.
d)
Undertaking Programs focused on Education and Skill Development, Healthcare & Gender Equality.
e)
Actively participating in programs for volunteering and Affirmative action.
The CSR Policy can also be viewed in the Companys website www.tatacoffee.com
2.
The Composition of the CSR Committee:
Ms. Sunalini Menon - Chairperson (Independent Director)
Mr. S. Santhanakrishnan (Independent Director)
Mr. Sanjiv Sarin (Managing Director and CEO)
3.
Average Net Profit of the Company for the last 3 Financial Years:
The average Net Profit for the last three years is ` 114.27 Crores.
4.
Prescribed CSR Expenditure (two percent of the amount as in item 3 above):
The Company is required to spend ` 2.29 Crores towards CSR for the Financial Year 2014-15.
5.
Details of CSR spent during the Financial Year:
a)
Total amount to be spent for the Financial Year : 2.29 Crores
b)
Amount unspent, if any: Nil
c)
Manner in which the amount spent during the Financial Year is detailed below:
Sl. Projects / Activities

No.
Healthcare to the Local Community

including preventive Healthcare/
nutrition/sanitation and improving
the infrastructure.
Promoting education by providing
contributions and educational
materials
Contribution towards Flood
Relief/Green Belt/Rainwater
Harvesting
Improvement of School
Infrastructure in local community
Sector
Location
Districts (States)
Cumulative
Amount
Outlay expenditure upto
(Budget) reporting period
` ln Lakhs
Amount spent :
Direct
through
Implementing
agency
64.62
60.00
Health
Coorg, Bengaluru,
Theni, Anamallais
124.62
Education
Coorg, Bengaluru,
Theni, Anamallais
59.63
29.63
Environmental Jammu & Kashmir

Sustainability and
Toopran
Infrastructure Coorg, Bengaluru,
Theni, Anamallais
Total
15.98
15.98
54.25
54.25
254.48
164.48
229.00
30.00
90.00
39
6.
In case the Company has failed to spend the two percent of the average net profit of the last three Financial Years or any part
thereof, the Company shall provide the reasons for not spending the amount in its Board Report.
Not Applicable
7.
A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with
CSR Objectives and Policy of the Company.
The Implementation and monitoring of Corporate Social Responsibility (CSR) Policy, is in compliance with CSR objectives and policy of
the Company.
Place: Bengaluru
40
Sanjiv Sarin
Sunalini Menon
Chairperson - CSR Committee
Statutory Reports
Company Overview
Annexure - C
(b)
The Securities and Exchange Board of India (Prohibition

of Insider Trading) Regulations, 1992;
(c)
The Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2009
(d)
The Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999
(e)
The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008;
(f)
The Securities and Exchange Board of India (Registrars

to an Issue and Share Transfer Agents) Regulations, 1993
regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of

Equity Shares) Regulations, 2009; and
(h) The Securities and Exchange Board of India (Buyback of

Securities) Regulations, 1998;
vi.
The Prevention of Food Adulteration Act, 1954 and Rules made

thereunder;
Form No. MR-3

Secretarial AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2015
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.
9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014]
To,
The Members,
TATA COFFEE LIMITED,
Regd. Office: Pollibetta,
Kodagu 571215
I have conducted the secretarial audit of the compliance applicable
statutory provisions and the adherence to good corporate practices
by TATA COFFEE LIMITED. (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided me a
reasonable basis for evaluating the corporate conducts/ statutory
compliances and expressing my opinion thereon.
Based on my verification of the Company s books, minute books,
forms and returns filed and other records maintained by the
company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of
secretarial audit, I hereby report that in my opinion, the company has,
during the audit period covering the Financial Year ended on March
31, 2015, complied with the statutory provisions listed hereunder and
also that the company has proper Board processes and compliancemechanism in place to the extent, in the manner and subject to the
reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by Tata Coffee Limited (the
Company) for the Financial Year ended on 31st March, 2015 according
to the provisions of:
i.
The Companies Act, 2013 (the Act) and the rules made
thereunder;
ii.
The Securities Contracts (Regulation) Act, 1956 (SCRA) and the

rules made thereunder;
iii.
The Depositories Act, 1996 and the Regulations and Bye-Laws

framed thereunder;
iv.
Foreign Exchange Management Act, 1999 and the rules

and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External
Commercial Borrowings;
v.
The following Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992 (SEBI):
(a)
The Securities and Exchange Board of India (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011;
vii. Legal Metrology Act, 2009 & Legal Metrology Packaged

Commodities) Rules,.2011
viii.
The Coffee Act, 1942 and the Rules made thereunder;
ix.
Coffee Market Expansion Act, 1942;
x.
The Tea Act, 1953 and the Rules made thereunder;
xi.
The Spices Board Act, 1986 and the Rules, Regulations made
thereunder;
xii.
The Environment (Protection) Act, 1986 and Rules thereunder
xiii.
The Water (Prevention & Control Of Pollution) Act, 1974
xiv.
The Air (Prevention & Control of Pollution) Act,1981
xv. The Plantation Labour Act, 1951 and the Rules made
thereunder;
xvi.
The Factories Act, 1948 and Rules thereunder;
xvii. Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013;
xviii. The Inter State Migrant Workmen Act, 1979 and The Inter State
Migrant Workmen (Regulation of Employment and Conditions
of Service) Central Rules, 1980;
xix. All other Labour, Employee and Industrial Laws to the extent
applicable to the Company; and
xx.
Reserve Bank of India Guidelines for issue of Commercial Papers.
I have also examined compliance with the applicable clauses of the

Listing Agreements entered into by the Company with Bombay Stock
Exchange and National Stock Exchange of India;
41
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, as mentioned
above wherever applicable subject to the following observations:
1)
The Company was not required to comply with the following

Regulations and Guidelines prescribed under the Securities
and Exchange Board of India Act, 1992 (SEBI) as there were no
instances during the period under review for the Company to
comply with:
(a)
The Securities and Exchange Board of India (Issue of

Capital and Disclosure Requirements) Regulations, 2009;
(b)
The Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999;
(c)
The Securities and Exchange Board of India (Issue and

Listing of Debt Securities) Regulations, 2008;
(d)
The Securities and Exchange Board of India (Delisting of

Equity Shares) Regulations, 2009; and
(e)
The Securities and Exchange Board of India (Buyback of

Securities) Regulations, 1998;
2)
The Company has filed all the forms and returns as required
under the Companies Act, 2013. The Company is generally
regular in filing the forms and returns within the prescribed
time.
3)
The Company has requisite systems and processes to monitor

and ensure compliance with labour and employee related
laws, environmental laws as applicable to the Company and
the Company is generally regular in making statutory payments
and filing of periodical returns and forms with the prescribed
authorities.
I further report that,
The decisions carried through at the meetings are recorded in the

minutes. I did not find any dissenting views recorded in the minutes.
It was informed to me that, in absence of any such dissenting views, it
was not required to record any such views in the minutes.
I further report that there are adequate systems and processes in
the company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
I further report that during the audit period the Company has
following specific actions having major bearing on the Companys
affairs in pursuance of the above referred laws, rules, regulations,
guidelines referred to above:
1.
The Company has invested in a commercial property consisting

of four floors of office space in MRC Nagar in Chennai for a
consideration of approximately ` 65 crores through public
auction.
2.
The shareholders of the Company, at their annual general

meeting held on 21st July 2014, have accorded the powers
to the Board of Directors to borrow and create the mortgage/
charge on the assets of the Company up-to a sum of ` 1,000
crores pursuant to Section 180 of the Companies Act, 2013.
3. The Honorable High Court of Karnataka has sanctioned

the scheme of Amalgamation of Alliance Coffee Limited
(CIN: U01132KA2005PLC065039), the Companys wholly
owned subsidiary into this Company vide its order in
Co. P. No. 25/ 2014 dated November 20, 2014 and a certified
copy of the said Order has been filed with the Registrar of
Companies, Karnataka and accordingly the said Alliance Coffee
Limited stands merged into this Company with effect from
April 1, 2013.
4.
The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board
of Directors that took place during the period under review were
carried out in compliance with provisions of the Act.
Adequate notice is given to all Directors to schedule the Board
meetings, agenda and detailed note on agenda were sent at least
seven days in advance except in one case for which the Company
has complied the requirements of proviso to Section 173 (3) of the
Act and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for
meaningful participation at the meeting.
42
The shareholders of the Company have approved, through

postal ballot on January 13, 2015 the resolutions for subdivision of equity shares of the Company from face value of
` 10/- per share to ` 1/- per share and also accordingly for the
consequential amendments to the Memorandum and Articles
of Association of the Company.
Place: Bengaluru
Sudhir Vishnupant Hulyalkar

Company Secretary in Practice
FCS No. 6040
C P No. : 6137
Company Overview
Annexure - D
(Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with

Rule 8(3) of The Companies (Accounts) Rules, 2014)
(A) CONSERVATION OF ENERGY:

(i)
The steps taken or impact on conservation of
Energy:

Various steps were taken to improve renewable energy usage eg.

Wind, Solar, and Biomass, and Water harvesting techniques.
Toopran

Installation of Chiller, Condensate recovery system,

Energy Optimizers for Boiler Operations, Installation of
energy efficient motors in spray dryer etc.
Theni

A pilot rain water harvesting pit has been setup and the
water is re-charged to get continuous ground water
availability.
Consumption of power and fuel reduced by
implementing process changes through Process
Improvement Team (PIT) concept.
The fly ash generated from the boiler is used as recycling

material for brick manufacturing.
LPG has been introduced to replace HSD for heating the

Spray Drying system.
Plantations

Installation of solar lights and water heater in Coorg &

Hassan Estates.
(ii) Steps taken by the Company for utilizing alternate

sources of Energy:

Additional sourcing of wind energy to reduce carbon

foot print.
(iii)
Capital Investment on Energy Conservation
Equipments:

TECHNOLOGY ABOSORPTION:
(i)
Efforts made towards Technology Absorption:
The efforts made towards technology absorption:
a.
b. Integrated Pest, Disease and Crop Management

Research.
c.
Bio-Control Research.
d.
Varietal trial of Coffee, Pepper and Cardamom.
e.
Environmental preservation through Surface Water

Analysis, Pesticide Residue Analysis, etc. and Water
Conservation.
f.
Bioremediation and waste management - Recycling of

Agro waste, Compost, Vermi-compost & Coffee Waste
Water Treatment and recycling.
g.
Quality evaluation of estate produce and Agro-inputs

used in the estates.
h.
Crop Diversification.
The Theni Unit of Instant Coffee Division invested `50 lakhs on

the switchover of spray drying system from Diesel to LPG.
Soil health - maintenance and its sustenance, with Soil

Nutrient Index.
i. Apiculture.

j.
Collaborative Research to evolve less hazardous

environment friendly Agro - Chemical for sustainable
agriculture.
(ii) The benefits derived like product improvement,

cost reduction, product development or import
substitution:

I.
Crop Nutrition Research :
a.
Maintenance of soil fertility through annual soil analysis

and leaf diagnostic analysis, the results are used to
formulate optimum fertilizer recommendation and soil
amendment application.
b.
Our fertilizer program is rationalized based on soil

nutrient status, which is optimum and adequate to
enhance crop production and productivity.
c.
Monitoring the availability of micronutrients and

secondary nutrients to improve Coffee, Pepper &
Cardamom productivity and quality.
II.
Bio-control Research :
a.
Disease Control - Pepper Wilt: R&D pioneered and scaled

up the culturing of quality Trichoderma fungus through
fermentor, for use in the biological control of Pepper
Wilt and Root diseases of Coffee.
Spent coffee utilization yielded savings in power and

fuel costs.
Theni
B.
Toopran
Statutory Reports
43
b.
c.
III.
Coffee Berry Borer Control: Large-scale installation of

Berry Borer trap (Broca trap) with the use of organic
solvents and culturing of Entomopathogenic Fungus
Beauveria bassiana, as a part of Integrated Pest
Management.
Coffee White Stem Borer Control: Large-scale installation
of Pheromone traps as a monitoring tool, Lime spray
and intensive tracing, as a part of Integrated Pest
Management in endemic area.
(a)
the details of technology imported; Water Optimisation

technology for Coffee processing
(b)
the year of import: 2014-15
44
(c)
whether the technology been fully absorbed: Yes
(d)
if not fully absorbed, areas where absorption has not

taken place, and the reasons thereof; Not Applicable
(iv)
The expenditure incurred on Research and
Development:

` in Lakhs
Particulars
Capital Expenditure
Revenue Expenditure
Total
Total R&D expenditure as a % of net sales
Savings in energy costs achieved up to 25% on Power &

Fuel costs in ICD Theni division.
(iii) In case of imported technology (imported during

the last three years reckoned from the beginning
of the Financial Year):
2014-15
9.09
55.21
64.30
0.09%
2013-14
12.68
59.64
72.32
0.11%
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

` in Lakhs
Particulars
Foreign Exchange Earned
Outgo of Foreign Exchange
Place: Bengaluru
2014-15
45,866
16,066
2013-14
41,261
14,805
On behalf of the Board

R. HARISH BHAT
Chairman
Statutory Reports
Company Overview
Annexure E
3.
The percentage increase in the median remuneration of

employees in the Financial Year:
19.68%
4.
The number of permanent employees on the rolls of

Company:
6,248
5.
The explanation on the relationship between average

increase in remuneration and Company performance:
Remuneration of employees has a close linkage with the

performance of the Company. The Annual Performance Award
(APA), which is a variable component in the remuneration for
all the management staff, has a direct correlation with the
Companys performance. APA is calculated based on both
individual and Company performance. Company Performance
has a higher weightage for senior positions and lower
weightage for junior positions.
6.
Comparison of the remuneration of the Key Managerial

Personnel against the performance of the Company:
PARTICULARS OF EMPLOYEES
[Pursuant to Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
1.
The ratio of the remuneration of each Director to the

median remuneration of the Employees of the Company
for the Financial Year:
(Explanation: (i) the expression median means the numerical value

separating the higher half of a population from the lower half and
the median of a finite list of numbers may be found by arranging
all the observations from lowest value to highest value and picking
the middle one; (ii) if there is an even number of observations, the
median shall be the average of the two middle values)
2.
The percentage increase in remuneration of each Director,

Chief Financial Officer, Chief Executive Officer, Company
Secretary, or Manager, if any, in the Financial Year:
The ratio of remuneration of each Director to the Median

Remuneration of all employees who were on the payroll of the
Company and the percentage increase in remuneration of the
Directors during the Financial Year 2014-15 are given below:
Non-Executive Directors
Mr. R. Harish Bhat
Prof. Arun Monappa
Ms. Sunalini Menon*
Mr. V. Leeladhar*
Mr. Venu Srinivasan
Mr. D. R. Kaarthikeyan
Mr. U. Mahesh Rao
Mr. R. K. Krishna Kumar
Executive Directors & KMP
Mr. Hameed Huq
Mr. M. Deepak Kumar*
Mr. T. Radhakrishnan
Mr. K. Venkataramanan*
Mr. N.S. Suryanarayanan
Ratio to Percentage increase

Median
in Remuneration
1.57
NA
35.64
31%
20.25
9%
1.33
NA*
0.73
NA*
NA**
NA**
NA**
NA**
NA***
NA***
NA***
NA***
146.67
80.07
43.84
20.41
16.47
41%
NA^
NA^
NA^
8%
* For the part year.

** Details not given as Mr. Venu Srinivasan and Mr. D. R. Kaarthikeyan were
Directors only for part of the Financial Year 2014-15 i.e. upto 1st September
and 1st October, 2014 respectively.
*** Details not given as Mr. U. Mahesh Rao and Mr. R. K. Krishna
Kumar were Directors only for part of the Financial Year
2013-14 i.e. upto 2nd and 18th July, 2013 respectively.
^ Directorship is for part of the period, either in current year or in previous
year. Hence, percentage increase in remuneration is not provided.
Commission for FY 2013-14, paid during 2014-15.
7.
8.
Aggregate Remuneration of Key Managerial

5.43
Personnel (KMP) (` in Crores)
Revenue (` in Crores)
683.78
Remuneration of KMPs (as % of Revenue)
0.79
Profit Before Tax (PBT)
141.66
Remuneration of KMP (as % of PBT)
3.83
Variations in the market capitalisation of the Company,
price earnings ratio as at the closing date of the current
Financial Year and previous Financial Year:
Particulars
31st March, 2015 31st March, 2014 % Change
Market Capitalization
1692.13
1781.78
(5.03)
(` in Crores)
Price Earning Ratio
16.66
16.72
(0.36)
Percentage Increase over Decrease in the market quotations
of the shares of the Company in comparison to the rate at
which the Company came out with the last Public Offer in
case of listed companies:
There was no Public Issue of Shares made by the Company

since its inception.
9.
Average percentile increase already made in the salaries of

employees other than the managerial personnel in the last
Financial Year and its comparison with the percentile increase
in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
The percentage increase in the salaries of employees other

than Managerial Personnel in Financial Year 2014-15 was 19 %,
as against an increase of 41% in the salary of the Managing
Director (Managerial Personnel as defined in the Act). The
increments given to employees are based on their potential,
performance and contribution, which is also benchmarked
against applicable Industry norms.
45
10.
Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company:
(` In Crores)
Mr. Hameed Huq
Remuneration in FY-2014-15
Remuneration as % of Revenue
Remuneration as % of PBT
2.58
0.36
1.82
11.
The key parameters for any variable components of

remuneration availed by the Directors:
The variable component of Non-Executive Directors remuneration

consists of commission. In terms of the Shareholders approval
obtained at the Annual General Meeting held on 21st July, 2014,
commission is paid at a rate not exceeding 1% per annum of
the profits of the Company, computed in accordance with
the provisions of the Companies Act, 2013. The distribution of
commission among the Non-Executive Directors is recommended
by the Nomination and Remuneration Committee and approved
by the Board. The commission is distributed on the basis of
their attendance and contribution at the Board and Committee
Meetings as well as guidance provided to senior management
other than at meetings.
46
Mr. K.
Venkataramanan
(w.e.f. 25/10/2014)
0.38
0.05
0.27
Mr. M. Deepak
Kumar (Upto
24/10/2014)
1.39
0.19
0.98
The Company pays remuneration by way of Commission as

variable component to the Managing Director and Executive
Directors. Commission is calculated with reference to the net
profits of the Company in a particular Financial Year and is
determined by the Board of Directors at the end of the Financial
Mr. T.
Radhakrishnan
0.79
0.11
0.56
Mr. N. S.
Suryanarayanan
0.30
0.04
0.21
Year, based on the recommendations of the Nomination and

Remuneration Committee, subject to the overall ceilings
stipulated in the Companies Act, 2013. Specific amount
payable as commission is based on the performance criteria
laid down by the Board, which broadly takes into account the
profits earned by the Company for the year.
12.
The ratio of the remuneration of the highest paid Director

to that of the employees who are not Directors but receive
remuneration in excess of the highest paid Director during
the year:
The highest paid Director is the Managing Director. No

employee has received remuneration in excess of the
Managing Director during the year.
13.
Affirmation that the remuneration is as per the

Remuneration Policy of the Company:
It is affirmed that the remuneration paid is as per the

Remuneration Policy for Directors, Key Managerial Personnel
and other employees, adopted by the Company.
Company Overview
Statutory Reports
Annexure - F
Form No. MGT-9
EXTRACT OF ANNUAL RETURN as on the Financial Year ended on 31st March, 2015:
[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS:

S. No.
1
2
3
4
5
6
7
PARTICULARS
CIN
Registration Date
Name of the Company
Category/ Sub- Category of the Company
Address of the Registered Office and Contact Details
Whether Listed Company? Yes/ No

Name, Address and Contact details of Registrar and Transfer Agent, if any
DETAILS
L01131KA1943PLC000833
19th November ,1943
Tata Coffee Limited
Public Company/Limited by Shares
Pollibetta 571 215, South Kodagu, Karnataka, India.
Ph:- 080-23560695
Fax: 080-23341843
E-mail: suryanarayanan.ns@tatacoffee.com
Yes
TSR DARASHAW LTD.
6-10 Haji Moosa Patrawala Industrial Estate,
20 Dr. E. Moses Road,
Mahalaxmi,
Mumbai 400 011.
Tel. No.: 91 22 6656 8484
Fax No.: 91 22 6656 8494
E-mail: csg-unit@tsrdarashaw.com
Website: www.tsrdarashaw.com
II.
PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the business activities contributing 10 % or more of the total turnover of the Company shall be stated:S. No. Name & Description of Main Products/ Services
1
Coffee
2
Instant Coffee
NIC Code of the Product/ Service

01272/10792
10792
% to Total Turnover of the Company

21.21
49.17
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. No. Name & Address of the Company
1
2
Tata Global Beverages Limited

Consolidated Coffee Inc., USA
CIN/GLN
Holding/ Subsidiary/
Associate
L15491WB1962PLC031425 Holding Company
NA
Subsidiary Company
% of Shares held
57.48
50.08
Applicable
Section
2(46)
2(87)(ii)
47
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):
i)
Category-wise Share Holding

Category of Shareholers
A. Promoters
Individuals / Hindu Undivided Family
Central Government / State
Governments(s)
(c)
Bodies Corporate
(d)
Financial Institutions / Banks
(e)
Any Other (specify)
Sub-Total (A) (1)
(2)
Foreign
(a)
Individuals (Non-Resident Individuals
/ Foreign Individuals)
(b)
Bodies Corporate
(c)
Institutions
(d)
Qualified Foreign Investor
(e)
Any Other (specify)
Sub-Total (A) (2)
Total Shareholding of Promoter and
Promoter Group (A)
(B)
Public Shareholding
(1)
Institutions
(a)
Mutual Funds / UTI
(b)
Financial Institutions / Banks
(c)
Cental Government/State
Governments(s)
(d)
Venture Capital Funds
(e)
Insurance Companies
(f)
Foreign Institutional Investors
(g)
Foreign Venture Capital Investors
(h)
(i)
Foreign Portfolio Investors (Corporate)
(j)
Any Other (specify)
Sub-Total (B) (1)
(2)
Non-Institutions
(a)
Bodies Corporate
(b)
Individuals i
Individual shareholders holding
nominal share capital upto ` 1 lakh
ii
Individual shareholders holding
nominal share capital in excess of
` 1 lakh
(c)
(d)
Any Other
i
Foreign Company
ii
Director
iii
Trust
Sub-total (B) (2)
Total Public Shareholding (B) = (B)(1)+(B)(2)
TOTAL (A)+(B)
(C)
Shares held by Custodians and
against which Depository Receipts
have been issued
GRAND TOTAL (A)+(B)+(C)
(a)
(b)
48
No.of Shares held at the beginning of the year.

i.e 01.04.2014
Demat
Physical
Total
% of Total
Shares
0
0
10,735,982
0
0
10,735,982
0
0
0
0
0 10,735,982
0
0
0
0
0 10,735,982
0
0
0
0
0
0
0
0
0
0
10,735,982
0
0
0 10,735,982
No.of Shares held at the end of the year. i.e

% Change
31.03.2015
during the
Demat
Physical
Total
% of Total
year
Shares
0.00
0.00
0
0
0
0
0.00
0.00
0.00
0.00
57.48
107,359,820
0.00
0
0.00
0
57.48 107,359,820
0.00
0.00
0
0 107,359,820
0
0
0
0
0 107,359,820
0.00
0.00
0.00
0.00
57.48
0.00
0.00
57.48
0.00
0.00
0.00
0
0.00
0
0.00
0
0.00
0.00
0
57.48 107,359,820
0
0
0
0
0
0
0.00
0.00
0.00
0.00
0.00
57.48
0.00
0.00
0.00
0.00
0.00
0.00
0
0
0 107,359,820
0.00
466,679
14,897
0
2,850
5,265
0
469,529
20,162
0
2.51
0.11
0.00
1,654,719
562,734
0
27,860
52,650
0
1,682,579
615,384
0
0.90
0.33
0.00
-1.61
0.22
0.00
0
436,666
1,000
0
0
0
0
0
0
0
0
0
0
436,666
1,000
0
0
0
0.00
2.34
0.01
0.00
0.00
0.00
0
5,236,270
3,000
0
0
0
0
0
0
0
0
0
0
5,236,270
3,000
0
0
0
0.00
2.80
0.00
0.00
0.00
0.00
0.00
0.47
-0.00
0.00
0.00
0.00
919,242
8,115
927,357
4.97
7,456,723
80,510
7,537,233
4.04
-0.93
1,587,703
13,241
1,600,944
8.57
18,021,720
131,090
18,152,810
9.72
1.15
2,936,219
666,333
3,602,552
19.29
35,235,141
6,223,780
41,458,921
22.20
2.91
1,024,664
20507
1,045,171
5.60
4,409,926
205,070
4,614,996
2.47
-3.13
0
0
0
0
6,559,940
6,640,450
6,640,450
0
0
0
7,586,310
1,990
58,290
71,873,317
79,410,550
186,770,370
0
0.00
0.00
4.06
0.00
0.03
38.48
42.52
100.00
0.00
0.00
0.00
0.00
0.00
-0.00
0.93
0.00
0.00
0.00
6,640,450 186,770,370
100.00
0.00
758,631
199
6,201
6,313,617
7,232,859
17,968,841
0
0
758,631
0
199
0
6,201
700,081 7,013,698
708,196 7,941,055
708,196 18,677,037
0
0
0.00
0
0.00
4.06
7,586,310
0.00
1,990
0.03
58,290
37.55
65,313,377
42.52
72,770,100
100.00 180,129,920
0.00
0
17,968,841
708,196 18,677,037
100.00 180,129,920
ii)
Company Overview
Statutory Reports
Share Holding of Promoters

Serial Shareholder's Name
No.
Shareholding at the beginning of the year Shareholding at the end of the year
01.04.2014
31.03.2015
% of Shares
No.of Shares
% of total
No. of
% of total % of Shares % change in
Pledged/
Pledged/ shareholding
Shares of the
Shares
Shares
during the
encumbered
encumbered
Company
of the
year
to total
to total
Company
shares
shares
TATA GLOBAL BEVERAGES 10,735,982
57.48
16.60
107,359,820
57.48
16.60
0.00
LIMITED
10,735,982
57.48
16.60
107,359,820
57.48
16.60
0.00
iii)
Change in Promoter's Shareholding (please specify,if there is no change)

Serial
No.
iv)
Sl. No.
Shareholding at the beginning of the Cummulative Shareholding during

year i.e. 01.04.2014
the year
No. of Shares
% of total Shares
No. of Shares
% of total Shares
of the Company
of the Company
At the beginning of the year
10,735,982
57.48
10,735,982
57.48
28/01/2015 - Stock Split from F.V ` 10/- to Re 1/107,359,820
57.48
107,359,820
57.48
At the End of the year i.e. 31.03.2015
107,359,820
57.48
Shareholding Pattern of Top 10 Shareholders (Other than Director,Promoters and Holders of GDRs and ADRs):
Name of the ShareHolder
Date
Reason
1.1
1.1
1.1
1.1
1
F. Born A G
01-Apr-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015

Record Date for Stock Split
Stock Split (Allotment)
At the end of the year
Total :
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
Religare Finvest Ltd
01-Apr-2014
04-Apr-2014
11-Apr-2014
25-Apr-2014
02-May-2014
23-May-2014
30-May-2014
13-Jun-2014
20-Jun-2014
30-Jun-2014
04-Jul-2014
11-Jul-2014
18-Jul-2014
25-Jul-2014
12-Sep-2014
19-Sep-2014
24-Oct-2014
31-Oct-2014
21-Nov-2014

Decrease
Increase
Decrease
Decrease
Increase
Decrease
Increase
Decrease
Decrease
Increase
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Increase
Shareholding at the beginning Cumulative Shareholding

of the year .i.e. 01.04.2014
during the year
No. of shares % of total shares No. of shares % of total shares
of the company
of the company
758,631
4.06
758,631
4.06
0
0.00
758,631
4.06
7,586,310
4.06
7,586,310
4.06
0
4.06
7,586,310
4.06
758,631
4.06 7,586,310
4.06
546,542
-30
8,495
-10,195
-7,100
400
-6,949
7,445
-2,000
-5,470
1,858
-1,858
-1,000
-1,500
-300
-1,190
-1
-5,640
1,001
2.93
-0.00
0.05
-0.05
-0.04
0.00
-0.04
0.04
-0.01
-0.03
0.01
-0.01
-0.01
-0.01
-0.00
-0.01
-0.00
-0.03
0.01
546,542
546,512
555,007
544,812
537,712
538,112
531,163
538,608
536,608
531,138
532,996
531,138
530,138
528,638
528,338
527,148
527,147
521,507
522,508
2.93
2.93
2.97
2.92
2.88
2.88
2.84
2.88
2.87
2.84
2.85
2.84
2.84
2.83
2.83
2.82
2.82
2.79
2.80
49
Sl. No.
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2.1
2
3.1
3.1
3.1
3.1
3.1
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.2
3.3
3.3
3.3
3.3
3.3
3.3
3.4
3.4
3.4
3.4
3.4
3.4
3.5
3.5
3.5
50
Sharad K Shah
Sharad K Shah
Sharad Kantilal Shah
Sharad Shah
Sharad Shah
Date
Reason
28-Nov-2014
05-Dec-2014
12-Dec-2014
19-Dec-2014
31-Dec-2014
09-Jan-2015
16-Jan-2015
23-Jan-2015
27-Jan-2015
28-Jan-2015
30-Jan-2015
06-Feb-2015
13-Feb-2015
20-Feb-2015
27-Feb-2015
06-Mar-2015
31-Mar-2015
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Increase (Record Date for Stock Split)
Decrease
Decrease
Decrease
Decrease
Decrease
Increase
Total :
31-Mar-2014
11-Jul-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015
31-Mar-2014
02-May-2014
23-May-2014
30-May-2014
06-Jun-2014
13-Jun-2014
30-Jun-2014
18-Jul-2014
25-Jul-2014
31-Oct-2014
07-Nov-2014
27-Jan-2015
31-Mar-2015
31-Mar-2014
27-Jan-2015
28-Jan-2015
30-Jan-2015
06-Feb-2015
31-Mar-2015
31-Mar-2014
18-Apr-2014
25-Apr-2014
16-May-2014
27-Jan-2015
31-Mar-2015
01-Apr-2014
23-May-2014
30-Jun-2014
At the beginning of year

Increase
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease (Record Date for Stock Split)
Decrease
Increase
Decrease
Increase
Increase
Increase
Increase

of the year .i.e. 01.04.2014
during the year
of the company
of the company
-10,080
-0.05
512,428
2.74
-16,681
-0.09
495,747
2.65
-3,470
-0.02
492,277
2.64
-149
-0.00
492,128
2.63
-5,366
-0.03
486,762
2.61
-4,580
-0.02
482,182
2.58
-13,398
-0.07
468,784
2.51
-7,151
-0.04
461,633
2.47
1,000
0.01
462,633
2.48
4,626,330
2.48
4,626,330
2.48
-1,000
0.00
4,625,330
2.48
-94,040
-0.05
4,532,290
2.43
-61,000
-0.03
4,471,290
2.39
-500
-0.00
4,470,790
2.39
-25,000
-0.01
4,445,790
2.38
10,000
0.01
4,455,790
2.39
0
0.00
4,455,790
2.39
546,542
2.43 4,455,790
2.39
0
1
0
10
0
346,377
-4,000
-9,185
-12,500
-6,906
-10,049
-20,354
-12,100
-1
-8,000
-2,000
-261,282
0
0
0
750
-750
49
-49
553
-440
2,281
106
-2,500
0
0
2,500
55,870
0.00
0.00
0.00
0.00
0.00
1.85
-0.02
-0.05
-0.07
-0.04
-0.05
-0.11
-0.06
-0.00
-0.04
-0.01
-1.40
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
-0.00
0.01
0.00
-0.01
0.00
0.00
0.01
0.30
0
1
1
10
10
346,377
342,377
333,192
320,692
313,786
303,737
283,383
271,283
271,282
263,282
261,282
0
0
0
75
750
0
49
0
553
113
2,394
2,500
0
0
0
2,500
58,370
0.00
0.00
0.00
0.00
0.00
1.83
1.78
1.72
1.68
1.63
1.52
1.45
1.45
1.41
1.40
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.01
0.01
0.00
0.00
0.00
0.00
0.01
0.31
Sl. No.
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.5
3.6
3.6
3.6
3
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4.1
4
5.1
5.1
5.1
5.2
5.2
5.2
5.3
5.3
5.3
5.3
5.3
5.4
5.4
5.4
Sharad K Shah
Company Overview
Date
04-Jul-2014
15-Aug-2014
22-Aug-2014
17-Oct-2014
24-Oct-2014
31-Oct-2014
28-Nov-2014
31-Dec-2014
27-Jan-2015
28-Jan-2015
06-Feb-2015
06-Mar-2015
31-Mar-2015
31-Mar-2014
27-Jan-2015
31-Mar-2015
Reason
Increase
Increase
Increase
Increase
Decrease
Increase
Decrease
Decrease
Decrease
Decrease
Total :
Reliance Capital Trustee Co Ltd A/C- 01-Apr-2014

Reliance Regular Savings Fund-Equity
Option
23-May-2014
30-May-2014
06-Jun-2014
04-Jul-2014
11-Jul-2014
21-Jul-2014
25-Jul-2014
01-Aug-2014
08-Aug-2014
15-Aug-2014
22-Aug-2014
29-Aug-2014
31-Mar-2015
Dsp Blackrock Mip Fund
01-Apr-2014
16-May-2014
31-Mar-2015
01-Apr-2014
16-May-2014
31-Mar-2015
01-Apr-2014
04-Apr-2014
18-Apr-2014
16-May-2014
31-Mar-2015
01-Apr-2014
04-Apr-2014
09-May-2014
Dsp Blackrock Micro Cap Fund
Dsp Blackrock Natural Resources And

New Energy Fund
Dsp Blackrock Opportunities Fund
Statutory Reports

of the year .i.e. 01.04.2014
during the year
of the company
of the company
21,000
0.11
79,370
0.42
5,400
0.03
84,770
0.45
5,500
0.03
90,270
0.48
1,000
0.01
91,270
0.49
-4,300
-0.02
86,970
0.47
3,300
0.02
90,270
0.48
-835
-0.00
89,435
0.48
-85
-0.00
89,350
0.48
0
0.00
89,350
0.48
893,500
0.48
893,500
0.48
-6,400
-0.00
887,100
0.47
-72,500
-0.04
814,600
0.44
0
0.00
814,600
0.44
2,391
0.01
2,391
0.01
-2,391
-0.01
0
0.00
0
0.00
0
0.00
349,321
0.19
814,610
0.44
300,000
1.61
300,000
1.61
-13,969
-75,214
-10,817
-6,132
-134
-1,705
-8,078
-3,701
-2,831
-22,139
-62,800
-25,500
-66,980
300,000
-0.07
-0.40
-0.06
-0.03
-0.00
-0.01
-0.04
-0.02
-0.02
-0.12
-0.34
-0.14
-0.36
1.61
286,031
210,817
200,000
193,868
193,734
192,029
183,951
180,250
177,419
155,280
92,480
66,980
0
0
1.53
1.13
1.07
1.04
1.04
1.03
0.98
0.97
0.95
0.83
0.50
0.36
0.00
0.00

Decrease
At the end of year
Decrease
At the end of year
38,541
-23,958
-14,583
115,620
-71,874
-43,746
0
0.21
-0.13
-0.08
0.62
-0.38
-0.23
0.00
38,541
14,583
0
115,620
43,746
0
0
0.21
0.08
0.00
0.62
0.23
0.00
0.00
Increase
Increase
Decrease
At the end of year
Increase
Decrease
5,838
2,871
-7,871
-838
6,153
25,000
-15,000
0.03
0.02
-0.04
-0.00
0.03
0.13
-0.08
5,838
8,709
838
0
6,153
31,153
16,153
0.03
0.05
0.00
0.00
0.03
0.17
0.09
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
At the end of year
Total :
51
Sl. No.
5.4
5.4
5.5
Dsp Blackrock Dual Advantage Fund

Series 3-36m
5.5
5.5
5.5
5
Date
Reason
27-Jan-2015 Decrease (Record Date for Stock Split)

31-Mar-2015 At the end of year
01-Apr-2014 At the beginning of the year
25-Apr-2014 Increase
16-May-2014 Decrease
31-Mar-2015 At the end of year
Total :

of the year .i.e. 01.04.2014
during the year
of the company
of the company
-16,153
-0.09
0
0.00
0
0.00
0
0.00
5,197
0.03
5,197
0.03
1,373
-4,033
-2,537
165,511
0.01
-0.02
-0.01
0.89
6,570
2,537
0
0
0.04
0.01
0.00
0.00
6.1
6.1
6.1
6.1
6.2
6.2
6.2
6.2
6
Life Insurance Corporation Of India
01-Apr-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015
Lic Of India Market Plus Growth Fund 01-Apr-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015

At the end of year
At the end of year
Total :
150,587
0
1,505,870
0
4,121
0
41,210
0
154,708
0.81
0.00
0.81
0.81
0.02
0.00
0.02
0.00
0.83
150,587
150,587
1,505,870
1,505,870
4,121
4,121
41,210
41,210
1,547,080
0.81
0.81
0.81
0.81
0.02
0.02
0.02
0.02
0.83
7.1
7.1
7.1
7.1
7.1
7.1
7.1
7.1
7.1
7.1
7.1
7.1
7
U Y Industries Private Limited
01-Apr-2014
19-Sep-2014
30-Sep-2014
21-Nov-2014
16-Jan-2015
23-Jan-2015
27-Jan-2015
28-Jan-2015
27-Feb-2015
06-Mar-2015
13-Mar-2015
31-Mar-2015

Decrease
Increase
Decrease
Decrease
Decrease
Decrease
Decrease
Decrease
Total :
146,385
-1,500
1,000
-1,000
-15,885
-44,000
0
850,000
-163,000
-121,000
-25,000
0
146,385
0.78
-0.01
0.01
-0.01
-0.09
-0.24
0.00
0.46
-0.09
-0.06
-0.01
0.00
0.78
146,385
144,885
145,885
144,885
129,000
85,000
85,000
850,000
687,000
566,000
541,000
541,000
541,000
0.78
0.78
0.78
0.78
0.69
0.46
0.46
0.46
0.37
0.30
0.29
0.29
0.29
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8.1
8
National Insurance Company Ltd
01-Apr-2014
11-Apr-2014
25-Apr-2014
09-May-2014
16-May-2014
30-May-2014
18-Jul-2014
25-Jul-2014
30-Sep-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015

Increase
Increase
Increase
Increase
Increase
Increase
Increase
Increase
Total :
119,593
10,000
20,000
14,084
5,916
20,000
15,293
14,707
20,000
0
2,395,930
0
119,593
0.64
0.05
0.11
0.08
0.03
0.11
0.08
0.08
0.11
0.00
1.28
0.00
0.64
119,593
129,593
149,593
163,677
169,593
189,593
204,886
219,593
239,593
239,593
2,395,930
2,395,930
2,395,930
0.64
0.69
0.80
0.88
0.91
1.02
1.10
1.18
1.28
1.28
1.28
1.28
1.28
9.1
9.1
9.1
9.1
9.1
Mangal Keshav Securities Ltd.
01-Apr-2014
29-Aug-2014
05-Sep-2014
14-Nov-2014
27-Jan-2015

Increase
Increase
Decrease
16,800
20,000
15,000
-30
0
0.09
0.11
0.08
-0.00
0.00
16,800
36,800
51,800
51,770
51,770
0.09
0.20
0.28
0.28
0.28
52
Sl. No.
9.1
9.1
9.2
9.2
9.2
9.2
9.2
9.2
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.3
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
Mangal Keshav Securities Ltd
Mangal Keshav Sec Ltd.
Mangal Keshav Sec Ltd
Company Overview
Date
28-Jan-2015
31-Mar-2015
01-Apr-2014
05-Sep-2014
12-Sep-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015
01-Apr-2014
04-Apr-2014
11-Apr-2014
18-Apr-2014
25-Apr-2014
02-May-2014
09-May-2014
23-May-2014
06-Jun-2014
13-Jun-2014
20-Jun-2014
30-Jun-2014
18-Jul-2014
21-Jul-2014
15-Aug-2014
22-Aug-2014
29-Aug-2014
05-Sep-2014
12-Sep-2014
19-Sep-2014
10-Oct-2014
24-Oct-2014
31-Oct-2014
28-Nov-2014
16-Jan-2015
27-Jan-2015
30-Jan-2015
06-Feb-2015
13-Feb-2015
06-Mar-2015
13-Mar-2015
27-Mar-2015
31-Mar-2015
01-Apr-2014
04-Apr-2014
11-Apr-2014
18-Apr-2014
25-Apr-2014
02-May-2014
09-May-2014
16-May-2014
23-May-2014
30-May-2014
06-Jun-2014
Reason

Increase
Increase
Increase
Increase
Decrease
Increase
Decrease
Decrease
Decrease
Increase
Decrease
Increase
Decrease
Decrease
Increase
Decrease
Increase
Decrease
Increase
Decrease
Decrease
Decrease
Increase
Increase
Decrease
Decrease
Increase
Decrease
Increase
Decrease
Decrease
Increase
At the end of year
Increase
Decrease
Decrease
Increase
Increase
Decrease
Decrease
Increase
Decrease
Increase
Statutory Reports

of the year .i.e. 01.04.2014
during the year
of the company
of the company
517,700
0.28
517,700
0.28
0
0.00
517,700
0.28
20,000
0.11
20,000
0.11
20,000
0.11
40,000
0.21
10,000
0.05
50,000
0.27
0
0.00
50,000
0.27
500,000
0.27
500,000
0.27
0
0.00
500,000
0.27
0
0.00
0
0.00
60
0.00
60
0.00
70
0.00
130
0.00
-30
-0.00
100
0.00
341
0.00
441
0.00
-91
-0.00
350
0.00
-130
-0.00
220
0.00
-215
-0.00
5
0.00
401
0.00
406
0.00
-391
-0.00
15
0.00
94
0.00
109
0.00
-24
-0.00
85
0.00
-62
-0.00
23
0.00
47
0.00
70
0.00
-20
-0.00
50
0.00
184
0.00
234
0.00
-224
-0.00
10
0.00
1,360
0.01
1,370
0.01
-1,020
-0.01
350
0.00
-290
-0.00
60
0.00
-45
-0.00
15
0.00
44
0.00
59
0.00
41
0.00
100
0.00
-65
-0.00
35
0.00
-25
-0.00
10
0.00
-10
-0.00
0
0.00
300
0.00
300
0.00
-300
0.00
0
0.00
1,305
0.00
1,305
0.00
-805
-0.00
500
0.00
-375
-0.00
125
0.00
3,075
0.00
3,200
0.00
-3,200
-0.00
0
0.00
0
0.00
0
0.00
595
0.00
595
0.00
-345
-0.00
250
0.00
-215
-0.00
35
0.00
25
0.00
60
0.00
135
0.00
195
0.00
-36
-0.00
159
0.00
-126
-0.00
33
0.00
94
0.00
127
0.00
-122
-0.00
5
0.00
260
0.00
265
0.00
53
Sl. No.
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.4
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
54
Mangal Keshav Sec. Ltd
Date
04-Jul-2014
18-Jul-2014
25-Jul-2014
01-Aug-2014
15-Aug-2014
22-Aug-2014
29-Aug-2014
05-Sep-2014
19-Sep-2014
30-Sep-2014
31-Oct-2014
14-Nov-2014
28-Nov-2014
05-Dec-2014
27-Jan-2015
06-Feb-2015
20-Feb-2015
13-Mar-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015
01-Apr-2014
04-Apr-2014
11-Apr-2014
18-Apr-2014
25-Apr-2014
02-May-2014
09-May-2014
16-May-2014
23-May-2014
30-May-2014
06-Jun-2014
13-Jun-2014
20-Jun-2014
30-Jun-2014
04-Jul-2014
11-Jul-2014
18-Jul-2014
21-Jul-2014
25-Jul-2014
01-Aug-2014
08-Aug-2014
15-Aug-2014
22-Aug-2014
29-Aug-2014
05-Sep-2014
12-Sep-2014
19-Sep-2014
30-Sep-2014
03-Oct-2014
10-Oct-2014
17-Oct-2014
Reason
Decrease
Increase
Increase
Decrease
Increase
Decrease
Increase
Decrease
Increase
Increase
Decrease
Increase
Decrease
Increase
Increase
Increase
Decrease
Increase
Increase
At the end of year
Increase
Increase
Decrease
Increase
Increase
Decrease
Increase
Decrease
Increase
Decrease
Increase
Decrease
Decrease
Decrease
Decrease
Decrease
Increase
Decrease
Increase
Increase
Increase
Decrease
Decrease
Decrease
Decrease
Decrease
Increase
Increase
Decrease
Decrease

of the year .i.e. 01.04.2014
during the year
of the company
of the company
-255
-0.00
10
0.00
5
0.00
15
0.00
85
0.00
100
0.00
-80
-0.00
20
0.00
1,990
0.01
2,010
0.01
-1,941
-0.01
69
0.00
297
0.00
366
0.00
-297
-0.00
69
0.00
11
0.00
80
0.00
120
0.00
200
0.00
-150
-0.00
50
0.00
730
0.00
780
0.00
-770
-0.00
10
0.00
240
0.00
250
0.00
-250
-0.00
0
0.00
2,000
0.00
2,000
0.00
100
0.00
2,100
0.00
-1,900
-0.00
200
0.00
50
0.00
250
0.00
41,750
0.02
42,000
0.02
-42,000
-0.02
0
0.00
81,216
0.43
81,216
0.43
645
0.00
81,861
0.44
446
0.00
82,307
0.44
-79,892
-0.43
2,415
0.01
80,265
0.43
82,680
0.44
368
0.00
83,048
0.44
-1,284
-0.01
81,764
0.44
244
0.00
82,008
0.44
-50
-0.00
81,958
0.44
258
0.00
82,216
0.44
-11
-0.00
82,205
0.44
1,179
0.01
83,384
0.45
-25
-0.00
83,359
0.45
-198
-0.00
83,161
0.45
-3,657
-0.02
79,504
0.43
-587
-0.00
78,917
0.42
-368
-0.00
78,549
0.42
40
0.00
78,589
0.42
-237
-0.00
78,352
0.42
190
0.00
78,542
0.42
2,305
0.01
80,847
0.43
687
0.00
81,534
0.44
-89
-0.00
81,445
0.44
-20,760
-0.11
60,685
0.32
-35,365
-0.19
25,320
0.14
-10,120
-0.05
15,200
0.08
-7,325
-0.04
7,875
0.04
64
0.00
7,939
0.04
200
0.00
8,139
0.04
-270
-0.00
7,869
0.04
-36
-0.00
7,833
0.04
Sl. No.
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9.5
9
Company Overview
Date
Reason

of the year .i.e. 01.04.2014
during the year
of the company
of the company
-59
-0.00
7,774
0.04
1,025
0.01
8,799
0.05
-1,000
-0.01
7,799
0.04
-945
-0.01
6,854
0.04
270
0.00
7,124
0.04
496
0.00
7,620
0.04
-882
-0.00
6,738
0.04
13
0.00
6,751
0.04
215
0.00
6,966
0.04
-434
-0.00
6,532
0.03
-10
-0.00
6,522
0.03
8,592
0.05
15,114
0.08
690
0.00
15,804
0.08
-110
-0.00
15,694
0.08
185
0.00
15,879
0.09
158,790
0.09
158,790
0.09
595
0.00
161,885
0.09
-2,500
0.00
159,385
0.09
2,545
0.00
161,930
0.09
-1,225
-0.00
160,705
0.09
841
0.00
161,546
0.09
-617
-0.00
160,929
0.09
5,725
0.00
166,654
0.09
-2,095
-0.00
164,559
0.09
-69,822
-0.04
94,737
0.05
-32,342
-0.02
62,395
0.03
118,016
0.63 1,080,095
0.58
24-Oct-2014
31-Oct-2014
07-Nov-2014
14-Nov-2014
21-Nov-2014
28-Nov-2014
05-Dec-2014
12-Dec-2014
19-Dec-2014
31-Dec-2014
02-Jan-2015
09-Jan-2015
16-Jan-2015
23-Jan-2015
27-Jan-2015
28-Jan-2015
30-Jan-2015
06-Feb-2015
13-Feb-2015
20-Feb-2015
27-Feb-2015
06-Mar-2015
13-Mar-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015
Decrease
Increase
Decrease
Decrease
Increase
Increase
Decrease
Increase
Increase
Decrease
Decrease
Increase
Increase
Decrease
Increase (Record Date for Stock Split)
Increase
Decrease
Increase
Decrease
Increase
Decrease
Increase
Decrease
Decrease
Total :
01-Apr-2014
31-Mar-2015
01-Apr-2014
18-Apr-2014
25-Apr-2014
02-May-2014
23-May-2014
06-Jun-2014
20-Jun-2014
30-Jun-2014
31-Mar-2015

At the end of year
Increase
Increase
Increase
Decrease
Decrease
Increase
Increase
At the end of year
Total :
113,311
-113,311
0
1,400
1,680
5,394
-5,600
-1,604
787
1,474
-3,531
113,311
0.61
-0.61
0.00
0.01
0.01
0.03
-0.03
-0.01
0.00
0.01
-0.02
0.61
113,311
0
0
1,400
3,080
8,474
2,874
1,270
2,057
3,531
0
0
0.61
0.00
0.00
0.01
0.02
0.05
0.02
0.01
0.01
0.02
0.00
0.00

Increase
Increase
At the end of year
Total :
0
5,000
294,496
0
2,994,960
0
0
0.00
0.03
1.58
0.00
1.60
0.00
0.00
0
5,000
299,496
299,496
2,994,960
2,994,960
2,994,960
0.00
0.03
1.60
1.60
1.60
1.60
1.60
750
300
113,311
0.00
0.00
0.61
750
1,050
114,361
0.00
0.01
0.61
10.1
10.1
10.2
10.2
10.2
10.2
10.2
10.2
10.2
10.2
10.2
10
Rajendra Kantilal Shah
11.1
11.1
11.1
11.1
11.1
11.1
11
Capital First Limited
01-Apr-2014
31-Oct-2014
31-Dec-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015
12.1
12.1
12.1
Mangal Keshav Capital Ltd.

Rajendra Kantilal Shah
Statutory Reports
55
Sl. No.
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12.1
12
13.1
13.1
13.1
13.1
13.1
13
Kashyap K Bhatt
Date
Reason
02-May-2014
23-May-2014
06-Jun-2014
13-Jun-2014
25-Jul-2014
29-Aug-2014
19-Sep-2014
31-Oct-2014
14-Nov-2014
28-Nov-2014
05-Dec-2014
12-Dec-2014
09-Jan-2015
27-Jan-2015
28-Jan-2015
06-Feb-2015
13-Feb-2015
27-Feb-2015
06-Mar-2015
20-Mar-2015
27-Mar-2015
31-Mar-2015
Decrease
Decrease
Increase
Increase
Decrease
Decrease
Increase
Increase
Decrease
Decrease
Increase
Decrease
Decrease
Decrease
Increase
Decrease
Decrease
Increase
Decrease
Total :
01-Apr-2014
27-Jan-2015
28-Jan-2015
06-Feb-2015
31-Mar-2015

Decrease
Total :
v)
Shareholding of Directors and Key Managerial Persons:
Sl. No
Date
Reason
110,155
0
1,101,550
-101,550
0
110,155
0.59
0.00
0.59
0.05
0.00
0.59
Shareholding at the beginning

of the year .i.e. 01.04.2014
No. of
% of total shares
shares
of the company
199
0.00
0
0.00
1,990
0.00
0
0.00
199
0.00
110,155
110,155
1,101,550
1,000,000
1,000,000
1,000,000
0.59
0.59
0.59
0.54
0.54
0.54
Cumulative Shareholding
during the year
No. of
% of total shares
shares
of the company
199
0.00
199
0.00
1,990
0.00
1,990
0.00
1,990
0.00
1.1
1.1
1.1
1.1
1
Hameed Huq
01-Apr-2014
27-Jan-2015
28-Jan-2015
31-Mar-2015
2.1
2.1
2.1
2
K Venkataramanan

Net Increase/Decrease
31-Mar-2015 At the end of the year
Total :
0
0
0
0
0.00
0.00
0.00
0.00
0
0
0
0
0.00
0.00
0.00
0.00
3.1
3.1
3.1
3
N.S.Suryanarayanan

Net Increase/Decrease
31-Mar-2015 At the end of the year
Total :
0
0
0
0
0.00
0.00
0.00
0.00
0
0
0
0
0.00
0.00
0.00
0.00
56

Total :

of the year .i.e. 01.04.2014
during the year
of the company
of the company
-100
-0.00
114,261
0.61
-100
-0.00
114,161
0.61
20
0.00
114,181
0.61
25
0.00
114,206
0.61
-200
-0.00
114,006
0.61
-300
-0.00
113,706
0.61
7,685
0.04
121,391
0.65
250
0.00
121,641
0.65
-250
-0.00
121,391
0.65
-50
-0.00
121,341
0.65
300
0.00
121,641
0.65
-5,685
-0.03
115,956
0.62
-2,400
-0.01
113,556
0.61
-45
-0.00
113,511
0.61
1,135,110
0.61
1,135,110
0.61
-2,000
0.61
1,133,110
0.61
1,000
0.00
1,134,110
0.61
-500
-0.00
1,133,610
0.61
-500
-0.00
1,133,110
0.61
450
0.00
1,133,560
0.61
-450
-0.00
1,133,110
0.61
0
0.00
1,133,110
0.61
750
0.00 1,133,110
0.61
Company Overview
Statutory Reports
V.
INDEBTEDNESS:
Indebtedness of the Company including interest outstanding/ accrued but not due for payment:
` in Lakhs
Secured Loans Unsecured Loans
excluding Deposits
Indebtedness at the beginning of the Financial Year
i)
Principal Amount
10,865.70
ii) Interest due but not paid
iii) Interest accrued but not due

8.69
Total (i + ii + iii)
10,874.39
Change in Indebtedness during the Financial Year

i)
Addition
2,000.00
ii) Reduction
1,618.06
Net Change
(1618.06)
2,000.00
Indebtedness at the end of the Financial Year
i)
Principal Amount
9,247.35
2,000.00
ii) Interest due but not paid
iii) Interest accrued but not due

8.98
Total (i + ii + iii)
9,256.33
2,000.00
Deposits
Total Indebtedness
394.44
394.44
11,260.14
8.69
11,268.83
176.61
(176.61)
2,000.00
1,794.67
205.33
217.83
217.83
11,465.18
8.98
11,474.16
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:
Sl. No.
Particulars of Remuneration
1
A
Gross Salary
Salary as per provisions contained in Section 17(1) of the
Income Tax Act, 1961
Value of perquisites u/s 17(2) of the Income Tax Act, 1961
Profits in lieu of Salary u/s 17(3) of the Income Tax Act, 1961
Stock Option
Sweat Equity
Commission (2013-14) (Refer Note - 1)
Others, please specify
Total (A)
Ceiling on Remuneration as per the Act @10% of profits
calculated under Section 198 of the Companies Act, 2013 (Refer Note - 2)
B
C
2
3
4
5
B.
Remuneration to Other Directors:
1.
Independent Directors
` in Lakhs
Name of MD/ WTD/ Manager
Total Amount
Mr. Hameed
Mr. M. Deepak
Mr. T.
Mr. K.
Huq (Managing Kumar (Executive Radhakrishnan Venkataramanan

Director) Retired Director - Finance) (Executive (Executive Director
w.e.f. 31.03.2015
Retired w.e.f.
Director -ICD Finance and CFO)
24.10.2014
Operations)
Appointed w.e.f.
25.10.2014
132.80
77.11
38.80
24.82
273.53
62.83
Nil
Nil
62.00
257.63
26.71
Nil
Nil
35.00
138.82
19.84
Nil
Nil
20.00
78.64
12.96
Nil
Nil
37.78
122.34
Sl. No. Particulars of Remuneration

Mr. S.
Prof. Arun
Santhanakrishnan Monappa
1
2
3
Fee for attending Board and

Committee Meetings
Commission (2013-14) (Refer
Note - 1)
Total (B1)
Ms. Sunalini
Menon
Name
Mr. V.
Mr. D.R.
Mr. Venu
Leeladhar Kaarthikeyan** Srinivasan**
4.80
3.70
2.20
1.20
1.40
0.30
54.13
29.79
26.10
58.93
33.49
2.20
1.20
27.50
117.00
512.87
1278.70
` in Lakhs
Mr. U.
Total
Mahesh Amount
Rao*
13.60
2.06
17.92
130.00
2.36
17.92
143.60
57
2.
Non-Executive Directors:
` in Lakhs
Sl. No.
1
2
3
Particulars of Remuneration
Mr. R. Harish Bhat Mr. R. K. Krishna Kumar*
Fee for attending Board and Committee Meetings
2.60
Commission (2013-14) (Refer Note - 1)
20.00
Others, specify
Total (B2)
Total Managerial Remuneration (B1)+(B2)
Total Sitting Fees

Total Commission paid during Financial Year 2013-14 (Refer Note - 1)
Overall Ceiling as per the Act for payment of Commission to Non-Executive Directors for the Financial Year
2014-2015(Refer Note - 2)
Note:
1.

2.

C.
Total Amount in `
2.60
20.00
22.60
166.20
16.20
150.00
127.8
Commission is for the year 2013-14 paid in the year 2014-15.

Ceiling Limits are for the year 2014-15.
* Mr. U. Mahesh Rao and Mr. R. K. Krishna Kumar retired from the Board in the Financial Year 2013-14.
**Mr. Venu Srinivasan resigned and Mr. D. R. Kaarthikeyan retired from the Board in the Financial year 2014-15.
Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD:

Sl. No. Particulars of Remuneration
A
B
C
2
3
4
A
B
5
Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961
Value of perquisites u/s 17(2) of the Income Tax Act, 1961
Profits in lieu of Salary u/s 17(3) of the Income Tax Act, 1961
Stock Option
Sweat Equity
Commission
As % of Profit
Others (specify)
Total
Key Managerial Personnel

Co. Secy.
TOTAL
21.54
21.54
8.27
8.27
N.A
N.A
N.A
29.81
N.A
N.A
N.A
29.81
VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type
A. COMPANY
Penalty
Punishment
Compounding
B. Directors
Penalty
Punishment
Compounding
C. Other Officers in Default
Penalty
Punishment
Compounding
58
Section of the Brief

Companies Act Description
Details of Penalty/Punishment/ Authority [RD/ Appeal made, if

Compounding fees imposed
NCLT/ COURT] any (give details)
None
None
None
Company Overview
Statutory Reports
Compliance Report on Corporate Governance

1.
Companys Philosophy
Governance:

on
Code
of
Your Companys Corporate Governance philosophy is based

on transparency, accountability, values and ethics and forms
an integral part of the managements initiative in its ongoing
pursuit towards achieving excellence, growth and value
creation. Your Company is committed to adopt highest
standards of Corporate Governance and disclosure practices
to ensure that its affairs are managed in the best interest of
all stakeholders. The comprehensive written code of conduct
Tata Code of Conduct adopted by the Companies in the Tata
Group has also been adopted by the Company, which serves
as a guide on the standards of values, ethics and business
principles to be followed in running its affairs. The Company
has adopted the Tata Code of Conduct for Prevention of
Insider Trading and Code of Corporate Disclosure Practices
in pursuance of the Securities and Exchange Board of India
(Prohibition of Insider Trading)Regulations and the Whistle
Blower Policy. The Company has also adopted the Tata
Business Excellence Model, which stresses on excellence in
whatever the Company does, while upholding high levels of
values and business ethics.
relationship in ensuring that the rights of all stakeholders are

protected.

The Board of Directors as on 31st March, 2015 comprise of

8 Directors, of which 5 were Non-Executive Directors. The
Company has a Non-Executive Chairman and 4 Independent
Directors as on 31st March, 2015 constituting one-half of the
total number of Directors. All Directors possess relevant
qualifications and experience in general corporate
management, finance, banking and other allied fields which
enable them to effectively contribute to the Company in their
capacity as Directors.
2. Board of Directors:
Composition:
The Independent Directors of the Company have been

appointed as per the provisions of the Companies Act, 2013 and
the Governance Guidelines for Board effectiveness adopted by
the Company. Formal letters of appointment are issued to the
Independent Directors and the terms and conditions of their
appointment are disclosed on the Companys website. None
of the Directors on the Board is a member of more than ten
committees and Chairman of more than five committees
(committees being Audit Committee and Stakeholders
Relationship Committee as per Clause 49 II (D)(2) of the Listing
Agreement), across all the Companies in which he/she is a
Director. The necessary disclosures regarding their committee
positions have been made by all the Directors. None of the
Directors holds office in more than twenty Companies and in
more than ten Public Companies.
Category and attendance of Directors:
Details of attendance of Directors at the Board Meetings

and at the last Annual General Meeting with particulars of
their Directorship and Chairmanship/Membership of Board/
Committees in other Companies are as under:
Your Company has complied with the requirements of

Corporate Governance stipulated in Clause 49 of the Listing
Agreements executed with the Stock Exchanges.
The Board of Directors along with its Committees provides

Leadership and Guidance to the Management and directs
and supervises the performance of the Company, thereby
enhancing Stakeholder value. The Board has a fiduciary
59
Name
Category
No. of
Committee Positions in No. of Shares
No. of Board Attendance
other
Mandatory Committees*
held
Meetings at AGM held
on 21st July,
Directorships*
Member
Chairman
during
2014
(As on 31.03.2015)
2014-15
10
Yes
4
1
Mr. R. Harish Bhat
C(NED)
Prof. Arun Monappa

Mr. Venu Srinivasan
(resigned w.e.f. 01.09.2014)
(retired w.e.f 01.10.2014)
Mr. M. Deepak Kumar
(retired w.e.f 24.10.2014)
Mr. Hameed Huq
(retired w.e.f 31.03.2015)
Ms. Sunalini Menon
(appointed w.e.f 23.09.2014)
Mr. K. Venkataramanan
Mr. V. Leeladhar
NED and IND

NED and IND
NED and IND
8
10
1
Yes
Yes
No
NED and IND
No
ED
No
MD
10
Yes
1990
ED
NED and IND
9
6
Yes
ED and CFO
NED and IND
C-Chairman; NED-Non-Executive Director; IND Independent Director; MD- Managing Director; ED-Executive Director; CFO - Chief Financial Officer
* Excludes Directorships in Associations, Private Limited Companies, Foreign Companies, Government Bodies and Companies registered under Section 8 of
the Companies Act, 2013. Only Audit Committee and Stakeholders Relationship Committee of Indian Public Companies have been considered for committee
positions.
During the Financial Year 2014-15, the Board met ten times
on 13th May, 21st July, 22nd July, 23rd September, 21st October,
15th November, 25th November, 26th December in 2014 and
24th January, and 27th March in 2015.
Board Procedure:
The annual calendar of the Board Meetings is circulated to the

members of the Board in advance. The agenda is circulated in
advance of the Board meetings to the Board members along
with comprehensive back-ground information on the items
in the agenda to enable the Board to arrive at appropriate
decisions. The information as required under Annexure X
to Clause 49 is made available to the Board. The Board also
reviews the declarations made by the Managing Director and
Chief Financial Officer regarding compliance with all applicable
laws, on a quarterly basis.
Code of Conduct:
The Company has adopted the Tata Code of Conduct for all
employees of the Company, including the Managing Director.
The Board has also approved a Code of Conduct for the NonExecutive Directors of the Company, which incorporates the
duties of Independent Directors as laid down in the Companies
Act, 2013. Both the Codes are posted on the Companys
website.
60
All Board members and senior management personnel (as per

Clause 49 of the Listing Agreement) have affirmed compliance
with the applicable Code of Conduct. A declaration to this
effect, signed by the Managing Director and CEO forms part of
this report.
Apart from receiving remuneration that they are entitled to

under the Companies Act, 2013 as Non-Executive Directors,
none of the Directors have any other material pecuniary
relationship or transactions with the Company, its Promoters
or its Directors, its Senior Management or its Subsidiaries and
Associates. None of the Directors are inter-se related to each
other.
The Directors and senior management of the Company have

made disclosures to the Board confirming that there are no
material financial and/or commercial transactions between
them and the Company that could have potential conflict of
interest with the Company at large.
Separate meeting of Independent Directors:
A separate meeting of Independent Directors of the Company

was held on 27th March, 2015. At the meeting, the Independent
Directors reviewed the performance of non-independent
Directors, the Board and the Chairman of the Company.
Company Overview
Board and Directors Evaluation and Criteria for

evaluation:

During the year, the Board has carried out an annual evaluation
of its own performance, performance of the Directors, as well
as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined
the evaluation criteria and procedure for the performance
evaluation process for the Board, its Committees and Directors.
The criteria for Board evaluation include inter alia, degree
of fulfillment of key responsibilities, Board structure and
composition, establishment and delineation of responsibilities
to various Committees, effectiveness of Board processes,
information and functioning.
The criteria for evaluation of individual Directors include aspects
such as attendance and contribution at Board/ Committee
Meetings and guidance/ support to the management outside
Board/ Committee Meetings. In addition, the Chairman was
also evaluated on key aspects of his role, including setting the
strategic agenda of the Board, encouraging active engagement
by all Board members and motivating and providing guidance
to the Managing Director and CEO.
The criteria for evaluation of the Committees of the Board
include degree of fulfillment of key responsibilities, adequacy
of Committee composition and effectiveness of meetings.
The procedure followed for the performance evaluation of the
Board, Committees and Directors is detailed in the Directors Report.

Familiarization
Directors:

Programme
for
Independent
The Company familiarizes its Independent Directors with the

Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, etc
through various programmes. These include orientation
programme upon induction of new Directors, as well as other
initiatives to update the Directors on a continuing basis.
The familiarization programme for Independent Directors is

disclosed on the Companys website at the following web link:
http://www.tatacoffee.com/investors/shareholder_
information/TCL_familiarisation_programme.pdf.
3.

Audit Committee:
Terms of reference:
The Audit Committee functions according to its Charter that

defines its composition, authority, responsibilities and reporting
functions. The terms of reference of the Audit Committee, inter
alia, are as follows:
a)
Oversight of the Companys financial reporting process

and disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible.
Statutory Reports
b)
Review with the management the quarterly and annual

financial statements and the Auditors report thereon,
before submission to the Board for approval.
c)
Discuss with the Statutory Auditors, before the audit

commences, about the nature and scope of Audit, as well
as post-audit discussion to ascertain any area of concern.
d) Recommend to the Board the appointment,

re-appointment and, if required, the replacement or
removal of Statutory Auditors, remuneration and terms
of appointment of Auditors, fixation of audit fees and to
approve payment for any other services rendered by the
Statutory Auditors.
e)
Review and monitor the Auditors independence and

performance and effectiveness of audit process.
f)
Review with the management, performance of the

statutory and internal auditors.
g)
Review the adequacy of the internal audit function and the

adequacy and efficacy of the internal control systems.
h) Evaluate Internal Financial

Management systems.
i)
Scrutinize inter-corporate loans and investments.
j)
Discuss any significant findings with internal auditors

and follow-up thereon.
k)
Review the findings of any internal investigations by the

Internal Auditors into matters where there is suspected
fraud or irregularity or failure of internal control systems of a
material nature and reporting the matter to the Board.
l)
Look into the reasons for substantial defaults in payments to

depositors, debenture holders, shareholders and creditors.
m) Approve transactions, including any subsequent

modifications, of the Company with related parties.
n)
o) Review and monitor the statement of use and

application of funds raised through public offers and
related matters.
p)
Review the functioning of the Whistle Blower mechanism.
q)
Approve the appointment of the Chief Financial Officer

after assessing the qualifications, experience and
background of the candidate.
r)
And, generally, all items listed in Clause 49 III (D) of the

Listing Agreement and in Section 177 of the Companies
Act, 2013.
Controls
and
Risk
Valuation of undertakings or assets of the Company,

wherever it is necessary.
61
Composition and Attendance during the year:
A qualified and independent Audit Committee has been set up

by the Board in compliance with the requirements of Clause
49 of the Listing Agreement with Stock Exchanges read with
Section 177 of the Companies Act, 2013. All members of the
Committee are financially literate, with Mr. S. Santhanakrishnan,
Chairman of the Committee, having the relevant accounting
and financial management expertise.
to the Board from time to time and take steps to refresh

the composition of the Board from time to time.

b)
Identify persons who are qualified to become Directors

and who may be appointed in senior management in
accordance with the criteria laid down, recommend to
the Board their appointment and removal and carry out
evaluation of every Directors performance.
c)
No. of Meetings
attended
during 2014-15
9
Formulate the criteria for determining qualifications,

positive attributes and independence of a Director
and recommend to the Board a policy relating to the
remuneration of the Directors, Key Managerial Personnel
(KMP) and other employees.
d) Formulate criteria for evaluation of Independent

Directors and the Board.
e)
f) Evaluate and approve the appointment and

remuneration of senior executives, including KMP, the
Companys remuneration plan, annual salary increase
principles and budgets, annual and long term. incentive
plans of the Company, policies and programmes such
as succession planning, employment agreements,
severance agreements and any other benefits.
Details of Attendance of Directors at the Audit Committee

Meetings during the Financial Year 2014-15 are as under:
Name
Category
Independent,
Non-Executive
Prof Arun Monappa, Member
Independent,
Non-Executive
Mr. D. R. Kaarthikeyan, Member
Independent,
(retired from the Board on 01.10.2014) Non-Executive
Ms. Sunalini Menon, Member
Independent,
Non-Executive
Mr. V. Leeladhar, Member
Independent,
Non-Executive
4
4
3
Devise a policy on Board Diversity.
g)
During the Financial Year 2014-15 the Audit Committee met

nine times on 5th May, 12th May, 24th June, 21st July, 19th August,
20th October in 2014 and on 5th January, 22nd January, 28th March
in 2015. The Committee Meetings are attended by the Managing
Director and CEO, Executive Director Finance and CFO, Executive
Director (ICD Operations) and the respective Departmental
heads. The Company Secretary acts as the Secretary of the Audit
Committee. The Statutory Auditors and Internal Auditors also
attend the Audit Committee meetings by invitation.
Establish key performance metrics to measure the

performance of the Managing Director and CEO,
Executive Directors, KMP and the executive team
including the use of financial, non-financial and
qualitative measures.
h)
Review and recommend to the Board the remuneration

and commission to the Managing and Executive
Directors and define the principles, guidelines and
process for determining the payment of commission to
Non-Executive Directors of the Company.
All the recommendations of the Audit Committee have been

accepted by the Board of Directors.
During the year, the Audit Committee reviewed key audit

findings covering operational, financial and compliance areas,
risk mitigation plan covering key risks affecting the Company,
which were presented to the Committee. The Chairman of the
Committee briefed the Board members about the significant
discussions at Audit Committee meetings.
The Chairman of the Audit Committee Mr. S. Santhanakrishnan,

was present at the Annual General meeting of the Company
held on 21st July, 2014.
4.

Nomination and Remuneration Committee:

Terms of reference:
The terms of reference of the Nomination and Remuneration

Committee (NRC) are as follows:
a)
62
Make recommendations regarding the composition of

the Board, identify Independent Directors to be inducted
The composition of the Committee and the details of

Meetings attended by the Directors during the year are
given below:
The composition of the Committee and the details of Meetings

attended by the Directors during the year are given below:
Name
Mr. S. Santhanakrishnan - Chairman

Mr. R. Harish Bhat, Member
Prof. Arun Monappa, Member
Mr. Venu Srinivasan, Member
(till 01.09.2014)
Category
Independent,
Non-Executive
Non-Executive
Independent,
Non-Executive
Independent,
Non-Executive
No. of
Meetings
attended
5
5
3
1
Company Overview
The NRC met five times on 13th May, 23rd September,

21st October and 26th December in 2014 and 27th March, in 2015.
The Chairman of the Nomination and Remuneration

Committee, Mr. S. Santhanakrishnan was present at the Annual
General Meeting of the Company held on 21st July, 2014.
Remuneration Policy:
The Companys philosophy for remuneration of Directors,

Key Managerial Personnel and all other employees is based
on the commitment of fostering a culture of leadership with
trust. The Company has adopted a Policy for remuneration
of Directors, Key Managerial Personnel and other employees,
which is aligned to this philosophy. The key factors considered
in formulating the Policy are as under:
(a)
The level and composition of remuneration is reasonable

and sufficient to attract, retain and motivate Directors of
the quality required to run the Company successfully;
(b)
Relationship of remuneration to performance is clear

and meets appropriate performance benchmarks; and
(c) Remuneration to Directors, Key Managerial Personnel

and senior management involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of
the Company and its goals.
c)
The aggregate commission payable to all the NEDs

and IDs will be recommended by the NRC to the
Board based on Company performance, profits, return
to investors, shareholder value creation and any other
significant qualitative parameters as may be decided
by the Board. The NRC will recommend to the Board
the quantum of commission for each Director based
upon the outcome of the evaluation process which is
driven by various factors including attendance and time
spent in the Board and Committee Meetings, individual
contributions at the meetings and contributions made
by Directors other than in meetings.
d)
The remuneration payable to ID/NED shall be inclusive

of any remuneration payable for services rendered in
any other capacity, unless the services rendered are of
a professional nature and the NRC is of the opinion that
the Director possesses requisite qualification for the
practice of the profession.

Remuneration for Managing Director (MD)/
Executive Directors (ED)/ Key Managerial
Personnel (KMP)/ rest of the Employees:

The extent of overall remuneration should be sufficient to

attract and retain talented and qualified individuals suitable for
every role. Hence remuneration should be market competitive,
driven by the role played by the individual, reflective of the
size of the Company, complexity of the sector/ industry/
Companys operations and the Companys capacity to pay,
consistent with recognized best practices and aligned to
regulatory requirements.
Basic/ Fixed Salary is provided to all employees to ensure that

there is a steady income in line with their skills and experience.
In addition, the Company provides employees with certain
perquisites, allowances and benefits in accordance with terms
of employment/contract.
In addition to the Basic/Fixed Salary, benefits, perquisites and

allowances as provided above, the Company provides to its
MD/ EDs such remuneration by way of commission, calculated
with reference to the net profits of the Company in the Financial
Year, as may be determined by the Board, subject to the overall
ceilings stipulated in Section 197 of the Companies Act, 2013.
The specific amount payable to the MD/ EDs would be based
on performance as evaluated by the NRC and approved by the
Board.
Remuneration for Independent Directors and NonIndependent Non-Executive Directors:

a)
Independent Directors (ID) and Non-Independent

Non-Executive Directors (NED) are paid sitting fees for
attending the Meetings of the Board and of Committees
of which they are members and commission within
regulatory limits as recommended by the NRC and
approved by the Board.
b) Overall remuneration should be reasonable and

sufficient to attract, retain and motivate Directors
aligned to the requirements of the Company, taking into
consideration the challenges faced by the Company and
its future growth imperatives. Remuneration paid should
be reflective of the size of the Company, complexity of
the sector/ industry/ Companys operations and the
Companys capacity to pay the remuneration and be
consistent with recognized best practices.
The key principles governing the Companys Remuneration

Policy are as follows:
Statutory Reports
63
Details of the remuneration paid during the year 2014- 15:
a)
Non-Executive Directors
Name
Mr. R. K. Krishna Kumar
Mr. U. Mahesh Rao
Mr. R. Harish Bhat
Prof. Arun Monappa
Ms. Sunalini Menon
Mr. V. Leeladhar
Mr. Venu Srinivasan
Commission for FY 2013-14,

paid during 2014-15 (`)
20,00,000
17,92,235
54,13,046
29,78,417
2,06,416
26,09,886
Sitting fee (`)
2,60,000
4,80,000
3,70,000
2,20,000
1,20,000
30,000
1,40,000
Remarks
retired w.e.f. 18.07.2013
appointed w.e.f. 23.09.2014

appointed w.e.f. 22.12.2014
resigned w.e.f. 01.09.2014
The Non- Executive Directors are entitled to Commission not exceeding 1% of profits calculated under section 198 of the Companies
Act, 2013. It is proposed to pay a sum upto ` 125 Lakhs as Commission to them for the Financial Year 2014-15.
Managing Director and Executive Directors for the Financial Year 2014-15:
b)
` in Lakhs
Name
Mr. Hameed Huq
Mr. M. Deepak Kumar (till 24.10.2014)
Mr. K. Venkataramanan (from 25.10.2014)
Salary
132.80
77.11
38.80
24.82
The Company pays Sitting Fee of ` 20,000/- per meeting to the

Non-Executive Directors for attending meetings of the Board,
Audit Committee and Executive Committee and `10,000/- for
other Committees. The payment of Commission to Non-Executive
Directors is approved by the Shareholders and by the Board. The
Commission payable to the Non-Executive Directors is decided
each year by the Board of Directors and distributed amongst them
based on their attendance and contribution at the Board. The
Company also reimburses the out of pocket expenses incurred by
the Non-Executive Directors for attending meetings.
Retirement Policy for Directors:
The Governance Guidelines on Board Effectiveness adopted by

the Company provides for the retirement age of Directors. As
per the Guidelines, the Managing and Executive Directors retire
at the age of 65 years, subject to the terms of their appointment,
Non-Independent Non-Executive Directors retire at the age of
70 years and the retirement age for Independent Directors is 75
years.
5.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Terms of reference:
In terms of Section 178(5) of the Companies Act, 2013 and Clause

49 of the Listing Agreement, the following are the terms of
reference of the Stakeholders Relationship Committee:
64
Perquisites and
Allowance
47.68
20.27
13.68
8.94
Contribution to
Retiral funds
15.15
6.44
6.16
4.02
Commission for FY 2013-14,

paid during 2014-15 (`)
62.00
35.00
20.00
NA
a)
To consider and resolve the grievances of the security

holders of the Company, including complaints related
to transfer of shares, non receipt of annual report, non
receipt of declared dividends, etc.
b)
To set forth the policies relating to and to oversee the

implementation of the Code of Conduct for Prevention
of Insider Trading and to review the concerns received
under the Tata Code of Conduct.
The Company has adopted the Code of Conduct for Prevention

of Insider Trading, under the SEBI (Prohibition of InsiderTrading)
Regulations, 2015. The Code lays down guidelines for procedures
to be followed and disclosures to be made while dealing with the
shares of the Company. Mr. K Venkataramanan, Executive Director
Finance and CFO has been appointed as the Compliance Officer
for the implementation of and overseeing compliance with the
Regulations and the Code across the Company.

Name
Mr. R. Harish Bhat, Member
Mr. Hameed Huq, Member
(till 31.03.2015)
Category
Independent,
Non-Executive
Non-Executive
Managing Director
No. of
Meetings
attended
4
5
5
During the Financial Year 2014-15 the Committee met five times
on 13th May, 24th June, 22nd July and 21st October in 2014 and
24th January in 2015. The Committee oversees the performance
of the Registrar and Transfer Agent and recommends measures
for overall improvement in the quality of investor service.
Mr. N.S. Suryanarayanan, Company Secretary is the Compliance
Officer. Given below is the position of correspondences
received and attended to for the year 2014-15.
Requests/Queries received
2356
Requests/Queries attended
2326
Pending requests/queries as on 31.03.2015
30*
* Letters were received in the last week of March and have

been replied to in April 2015.
The Shares of the Company are traded in dematerialized form.

During the Financial Year 2014-15, 114 requests for transfer/
transmission covering 45,161 shares and 202 requests for
dematerialization covering 66,877 shares were received and
processed. As on 31st March, 2015, there were8 requests for
transfer/transmission covering 8,259 shares and 18 requests for
dematerialization covering 27,120 shares were pending. These
requests were received in last week of March 2015 and have
been subsequently processed.
SUBSIDIARY COMPANIES:
The Company does not have any material non-listed Indian

subsidiary as defined under Clause 49 of the Listing Agreement,
viz. an unlisted subsidiary incorporated in India, whose income or
net worth (i.e. paid-up capital and free reserves) exceeds 20% of
the consolidated income or net worth respectively, of the listed
holding company and its subsidiaries in the immediately preceding
accounting year.
The Companys Audit Committee reviews the consolidated

financial statements of the Company as well as the financial
statements of the subsidiaries, including the investments made
by the subsidiaries. The minutes of the Board Meetings, along
with a report of the significant transactions and arrangements
of the unlisted subsidiaries of the Company are periodically
placed before the Board of Directors of the Company.
The Company has formulated a policy for determining material
subsidiaries and the Policy is disclosed on the Companys
website www.tatacoffee.com.
a)
c)
Monitor the Companys CSR Policy periodically.
d)
Attend to such other matters and functions as may be

prescribed from time to time.
The Board has adopted the CSR Policy as formulated and

recommended by the Committee. The same is displayed on the
website of the Company www.tatacoffee.com. The Annual Report
on CSR activities for the Financial Year 2014-15 forms a part of the
Directors Report
7.
The Company has constituted a Corporate Social Responsibility

(CSR) Committee as required under Section 135 of the
Companies Act, 2013. The Committee has been constituted
with the following terms of reference:
Recommend the amount to be spent on the CSR activities.
During the Financial Year the CSR Committee met two times
on 25th November, 2014 and 28th March, 2015.
b)
No. of
Meetings
attended
2
Terms of reference:
Category
Ms. Sunalini Menon, Chairperson Independent,

Non- Executive
Mr. S. Santhanakrishnan, Member Independent,
Non- Executive
Managing Director
Mr. Hameed Huq, Member
(till 31.03.2015)
Formulate and recommend to the Board, a CSR Policy

indicating the activity or activities to be undertaken
by the Company as specified in Schedule VII of the
Companies Act, 2013.

Name
6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
Statutory Reports
Company Overview
8. GENERAL BODY MEETINGS:

i. Location and time, where last three AGMs
were held:
The Last three Annual General Meetings of the Company

were held as under:
Year
2011-12
2012-13
2013-14
Date & Time of Meeting

27th July, 2012 at 11.30 A.M
2nd July, 2013 at 11:30 A.M
21st July, 2014 at 10:00 AM
Venue
Registered Office :
Pollibetta 571215,
Kodagu
ii. Whether any special resolutions passed in the

previous three AGMs:
Two Special Resolutions were passed at the AGM held

on 21st July, 2014 for approving borrowing limits of the
Company and creation of mortgage/charge on the
assets of the Company.
65
During 2014-15, two special resolutions were approved

by the shareholders through an E-voting/Postal Ballot
which were carried out during December 2014/January
2015. The special resolutions related to Alteration of the
Memorandum and Articles of Association of the Company
Sub-Division of Equity
Shares from the Face Value
of ` 10/- per share to
` 1/- per share. (Ordinary
Resolution)
No. of Votes cast in favour of the

resolution (Shares)
Voted against resolution (Shares)
Invalid votes cast (Shares)
1,09,72,219
1,09,72,612
597
625
725
601
3,025
6,361
6,276
6,346
material nature with its promoters, their subsidiaries,

the Directors or the management or relatives, etc
of the Company which have potential conflict with
the interests of the Company at large. Declarations
have been received from the Senior Management
Personnel to this effect. The Company has
formulated a Related Party Transactions Policy and
the same is displayed on the Companys website
www.tatacoffee.com.
The E-voting/Postal Ballot was conducted under the

supervision of Mr. P.N Parikh Practicing Company
Secretary in Mumbai. The poll was conducted at the AGM of
the Company under the supervision of Mr. Sudhir Hulyalkar
Practicing Company Secretary; their reports issued in
this regard have been filed with the Stock Exchanges and
hosted in the web site of the Company.

b.
The Company has complied with the requirements of

the Stock Exchanges/ SEBI and statutory authorities on
all matters related to the capital markets during the last
three years. No penalty or strictures were imposed on
the Company by these authorities.
c.
The Managing Director and CEO and the Chief Financial

Officer have certified to the Board in accordance with
Clause 49 IX of the Listing Agreement pertaining to
CEO/ CFO certification for the Financial Year ended
31st March, 2015.
d.
The Company has a well defined risk management

framework in place. The company periodically places
before the Audit Committee and the Board, the key risks
assessment and mitigation procedures followed by the
Company.
Procedure for Postal Ballot:

Postal Ballot is carried out following the procedures
set out in Section 110 of the Companies Act, 2013
read with Rule 22 of the Companies (Management and
Administration) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof, for the time
being in force) (the Rules), that the resolutions
appended are proposed to be passed by way of
E-voting/Postal Ballot.
9.
Disclosures:
a.
66
Appointment of Mr.
K. Venkataramanan
as Executive DirectorFinance and CFO.
(Ordinary Resolution)
1,09,72,192
v. Whether any special resolution is proposed

to be conducted through Postal Ballot:
vi.
Alteration of the Articles

of Association of the
Company. (Special
Resolution)
1,09,76,393
No
The members also approved through E-voting/Postal

Ballot, two ordinary resolutions relating to the subdivision of the equity shares of the Company and
appointment of Mr. K. Venkataramanan as Executive
Director- Finance and CFO. Both the ordinary resolutions
were passed with the requisite majority.
Alteration of
Memorandum of
Association of the
Company. (Special
Resolution)
iv. Person who conducted the E-voting/Postal

Ballot exercise:
The results of the E-Voting/Postal Ballot held in Dec. 14/Jan. 15 are as follows:
Subject
for the sub-division in the Equity Shares of the Company.

Both the special resolutions were passed with the requisite
majority.
iii.
Whether any Special Resolution passed last
year through postal ballot- details of voting
pattern:
There were no materially significant related party

transactions i.e. transactions of the Company of
e.
Company Overview
The Company has complied with all the mandatory and

non-mandatory requirements of Clause 49 of the Listing
Agreement relating to Corporate Governance. The status
of compliance with the non-mandatory requirements
are as under:
i.
The financial statements of the Company are unqualified.
ii.
The Chairman of the Board is a Non-Executive Director

and his position is separate from that of the Managing
Director and CEO.
iii.
The Internal Audit reports to the Audit Committee.
Statutory Reports
10. Means of Communication:

The Quarterly and Annual Financial Results of the Company

are e-mailed/ faxed/couriered to the Stock Exchanges in
accordance with the Listing Agreement. The Results are
displayed on the BSE and NSE websites. The Results are also
published in leading English and Kannada Newspapers and
posted on the Companys website www.tatacoffee.com. In
terms of clause 47(f) of the Listing Agreement, the Company
has designated a separate email ID for entertaining investor
complaints viz., investors@tatacoffee.com . The Official news
releases and presentations made to Institutional Investors and
Analysts are posted on the Companys website.
11. General Shareholder information:

I.
II.
III.
IV.
V.
AGM: Date, Time and

Venue
Financial
Calendar
(tentative)
Dates of Book Closure
Dividend Payment
Date
Listing on
Stock Exchanges
Monday, the 3rd August, 2015 at 10 A.M at the Registered Office:

Pollibetta 571 215, Kodagu.
Board Meeting for approval of:
Audited Results for the first quarter ending 30th June, 2015
Audited Results for the second quarter ending 30th September, 2015
Audited Results for the third quarter ending 31st December, 2015
Annual Accounts for the Financial Year 2015-2016
Annual General Meeting for the year ended 31st March, 2016
21st July, 2015 to 3rd August, 2015 (both days inclusive)
The Dividend will be paid on or after 6th August, 2015.
In July/August 2015
In October/November 2015
In January/February 2016
In May/June, 2016
In July/August, 2016
Bombay Stock Exchange Ltd.

Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai - 400 001
Tel: 022-22721233/34
Fax: 022-22723121
Stock Code: 532301
National Stock Exchange of India Ltd.,
Exchange Plaza, 5th Floor, Plot No. C/1, G.Block
Bandra-Kurla Complex, Bandra (E)
Mumbai 400 051
Tel Nos: 022-26598100-8114
Fax : 022-26598237/38
Stock Code: TATACOFFEE
The Company has paid Listing Fees for the Financial Year 2015-16 to each of the Stock Exchanges.
VI. Market Price Data: High and Low during each month in the last Financial Year.
Month
Bombay Stock Exchange Ltd.

National Stock Exchange of India Ltd.
High (`)
Low (`)
High (`)
Low (`)
April, 2014
1074.80
949.60
1075.00
948.00
May, 2014
1040.90
901.00
1041.00
901.20
June, 2014
1039.00
911.00
1038.80
905.15
July, 2014,
1003.00
906.80
1002.70
906.05
August,2014,
935.00
891.00
935.00
890.00
September, 2014
999.00
888.00
999.00
887.05
October,2014
959.00
906.25
955.00
906.00
November,2014
1030.00
915.15
1030.00
913.20
December, 2014
1026.90
932.45
1027.00
930.00
January,2015*
1038.40
97.10
1040.00
97.00
February, 2015,
101.70
85.10
101.70
85.20
March, 2015,
103.00
88.55
102.80
89.00
* The face value of the equity share of ` 10/- each have been sub-divided into ten equity shares of ` 1/- each with effect from the record
date i.e 27th January 2015.
67
VII.
Share price performance compared with Broad based indices:

Movement of Share Price on BSE
102.00
35000
100.00
30000
25000
96.00
94.00
20000
92.00
15000
90.00
Sensex
Share Price
98.00
10000
88.00
5000
86.00
84.00
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
Oct-14
TCL Share Price
Nov-14
Dec-14
Jan-15
Feb-15
Mar-15
Sensex
100.00
7000
98.00
6000
Share Price
8000
96.00
5000
94.00
4000
92.00
3000
90.00
88.00
2000
86.00
1000
84.00
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
TCL Share Price
Oct-14
Nov-14
Dec-14
Jan-15
Feb-15
Mar-15
S & P CNX 500
Movement of Share Price on NSE

102.00
S & P CNX 500
Note: The face value of the equity share of ` 10/- each have been sub-divided into ten equity shares of ` 1/- each with effect from the record
date i.e. 27th January 2015. For the purpose of comparison, the share prices for the period 1st April 2014 to 31st December, 2014 mentioned in
the graph have been proportionally adjusted.
VIII.
IX.
Name of the Depository with whom the Company has entered into Agreement:
ISIN Number
1.
2.
INE493A1027
INE493A1027
National Securities Depositories Limited

Central Depository Services (India) Limited
Registrar and Transfer Agent:

Share Transfer System
Share Transfers, Dividend payments and all other investor related activities are attended to and processed at the Registered office of
our Registrars and Transfer Agent (R&T). For lodgement of transfer deeds and any other documents or for any grievances/complaints
kindly contact any of the offices of TSR Darashaw Limited which are open from 10.00 a.m to 3.30 p.m between Monday to Friday
(Except on bank holidays)
68
Company Overview
Statutory Reports
TSR Darashaw Limited.

REGD.OFFICE:
6-10, Haji Moosa Patrawala Ind. Estate, 20, Dr. E. Moses Road, Mahalaxmi, MUMBAI - 400 011
Tel: 022-66568484, Fax: 022-66568494
E-mail:csg- unit@tsrdarashaw.com Web: www.tsrdarashaw.com
BRANCH OFFICES:
i. Bengaluru:

503, Barton Centre, 5th Floor, 84,

Mahatma Gandhi Road, Bengaluru 560 001

Tel: 080-25320321
Fax:080-25580019
E-mail: tsrdlbang@tsrdarashaw.com
iii. Kolkata :

Tata Centre, 1st Floor, 43, J L Nehru Road, Kolkata 700 071

Tel: 033-22883087

Fax: 033-22883062
E-mail: tsrdlcal@tsrdarashaw.com
v.
Ahmedabad (Agent):

Shah Consultancy Services Limited

3, Sumathinath Complex

2nd Dhal, Pritam Nagar
Ellisbridge

Ahmedabad 380 006

Tel: 079- 26576038
E-mail: shahconsultancy8154@gmail.com
X.
ii. New Delhi:

2/42 Ansari Road, 1st Floor, Daryaganj,

Sant Vihar,New Delhi 110 002

Tel: 011-23271805

Fax: 011-23271802
E-mail: tsrdldel@tsrdarashaw.com
iv. Jamshedpur:

Bungalow No. 1, E Road, Northern Town, Bistupur,

Jamshedpur 831 001

Tel: 0657-2426616, Fax: 0657-2426937
E-mail: tsrdljsr@tsrdarashaw.com
Share Transfer Physical System

Shares in physical form should be lodged for transfer at the office of the Companys Registrar & Transfer Agent, TSR Darashaw Ltd., Mumbai
or at their branch offices at the addresses given above. The transfers are processed, if technically found to be in order and complete in all
respects. As per directives issued by SEBI, it is compulsory to trade in the Companys equity shares in dematerialised form.
Dematerialization of Shares and Liquidity
The process of conversion of shares from physical form to electronic form is known as dematerialisation. For dematerializing the shares,
the Shareholder has to open a demat account with a Depository Participant (DP). The Shareholder is required to fill in a Demat Request
Form and submit the same alongwith the Share Certificate(s) to the DP. The DP will allocate a demat request number and shall forward
the request physically and electronically, through NSDL/CDSL to the R & T Agent. On receipt of the demat request, both physically
and electronically and after verification, the Shares are dematerialised and an electronic credit of shares is given in the account of the
Shareholder.
Secretarial Audit
a)
M/s. Sudhir Huliyalkar & Associates, Practicing Company Secretaries have conducted a Secretarial Audit of the Company for the year
2014-15. Their Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act and the
Rules made there under, Listing Agreements with the Stock Exchanges, applicable SEBI Regulations and other laws applicable to
the Company. The Secretarial Audit Report forms part of the Directors Report.
b)
Pursuant to Clause 47 (c) of the Listing Agreement with the Stock Exchanges, certificates have been issued on a half-yearly basis, by
M/s. Parikh & Associates, Practicing Company Secretaries, certifying due compliance of share transfer formalities by the Company.
c)
M/s. Parikh & Associates, Practicing Company Secretaries carry out a quarterly Reconciliation of Share Capital Audit, to reconcile the
total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the
total issued and listed capital. The Audit confirms that the total issued/ paid-up capital is in agreement with the aggregate of the
total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).
69
XI. Distribution of Shareholding as on March 31, 2015:

No. of Equity Shares held
1- 500
501- 1000
1001-2000
2001-3000
3001-4000
4001-5000
5001 10000
10001 & above
TOTAL
No. of Shareholders
54,856
6,201
2,873
1,034
507
461
790
715
67,437
% to Shareholders
81.35
9.20
4.26
1.53
0.75
0.68
1.17
1.06
100.00
No. of Shares
85,62,803
52,33,220
45,47,747
27,10,177
18,42,527
22,06,559
59,38,496
15,57,28,841
18,67,70,370
% of Shareholdings
4.58
2.80
2.44
1.45
0.99
1.18
3.18
83.38
100.00
XII. Categories of Shareholders as on March 31, 2015:

Sr. No.
1.
2.
3.
4.
5.
6.
7.
Category of Shareholders
FII/Foreign Companies
Non Resident Individuals
Financial Institutions & Banks
Mutual Funds
Other Bodies Corporate
Resident Individuals
TOTAL
Total Holdings
75,89,310
24,46,876
58,45,934
16,82,579
10,73,59,820
1,82,11,100
4,36,34,751
18,67,70,370
Percentage
4.07
1.31
3.13
0.90
57.48
9.75
23.36
100.00
1. FII/Foreign Companies
2. Non Resident Individuals
3. Financial Institutions & Banks
4. Mutual Funds
5. Tata Global Beverages Limited
6. Other Bodies Corporate
7. Resident Individuals
XIII. Shares in physical and demat form as on March 31, 2015

In Physical Form
In Dematerialised Form
XIV. No. of share holders whose shares as on March 31, 2015 are
in physical and demat form.
In Physical Form
In Dematerialised Form
70
No. of Shares
66,40,450
18,01,29,920
Percentage
3.56
96.44
No. of Shares
Percentage
9004
58433
13.35
86.65
Statutory Reports
Company Overview
XV. Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity.
Nil
XVI. Plant Locations:

17 Coffee Estates in Kodagu, Hassan and Chikmagalur District,
1 Tea Estate in Kodagu Dist., 1 Tea and Coffee (mixed) in
Chikmagalur District.
4 Tea Estates in Tamil Nadu in Pachaimalai, Pannimade,
Uralikal & Velonie and
1 Coffee Estate in Valparai
1 Tea Estate in Malakiparai
Curing Works, R&G factory and Pepper processing Unit in Kudige, Kushalnagar
1 Instant Coffee Plant at Toopran, Brahmanpally Village
1 Instant Coffee Plant at Jayamangalam Village, Theni
State of Karnataka
State of Tamilnadu
State of Kerala
State of Karnataka
State of Telangana
State of Tamil Nadu
XVII. Address for correspondence.
As stated in 11 (IX) above
12.
Particulars about Directors proposed for appointment as well as the Directors who retire by rotation and are eligible for re-appointment
indicating their shareholdings in the Company have been given in the Notice of the forthcoming Annual General Meeting.
13.
Compliance of clause 49 pertaining to mandatory requirements and Auditors Certificate on Corporate Governance.
As required under Clause 49 of the Listing Agreement, the Auditors Certificate on compliance of the Corporate Governance norms is attached.
DECLARATION OF MANAGING DIRECTOR ON THE COMPANYS CODE OF CONDUCT

In terms of Clause 49 of the Listing Agreement, I hereby confirm that all the Board members and Senior Management Personnel of the
Company have affirmed compliance with the respective Codes of Conduct, as applicable to them for the year ended 31st March, 2015.
Sanjiv Sarin
Place: Bengaluru
71
Certification by Chief Executive Officer and Chief Financial Officer

The Board of Directors
Tata Coffee Limited
57, Railway Parallel Road,
Kumarapark West
Bengaluru 560 020
We hereby certify that we have reviewed the Financial Statements and the Cash Flow Statement for the Financial Year ended 31st March, 2015
and that to the best of our knowledge and belief:
1.
These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.
2.
These statements together present a true and fair view of the Companys affairs and are in compliance with existing Accounting Standards,
applicable laws and regulations.
3.
There are, to the best of our knowledge and belief, no transactions entered into by the Company during the aforesaid period which are
fraudulent, illegal or violative of the Companys Code of Conduct.
4.
We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and
the Audit Committee, deficiencies in the design or operation of such internal control systems, if any, of which we are aware, and that we
have taken the required steps to rectify these deficiencies.
5.
We have indicated to the Auditors and the Audit Committee that:
(a)
there have been no significant changes in internal control over financial reporting during the year.
(b)
there have been no significant changes in accounting policies during the year.
(c)
there have been no instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Companys internal control system over financial reporting.
Place: Bengaluru
72
Sanjiv Sarin
K. Venkataramanan
Executive Director Finance and CFO
Company Overview
Statutory Reports
Management Discussion & Analysis

A.
Industry Structure and Developments:
B.
Opportunities, Threats & Risks:
The global production for the year 2014 is estimated at 142

million bags and consumption at 149 million bags. As per
International Coffee Organisation (ICO) estimates, the total
consumption grew at the rate of 1.5% in the year 2014.
Brazil, the worlds largest coffee producer country faced a
severe drought and effects were reflected in their coffees
outputs. Similar concerns were faced in other parts of the
world resulting in sharp increase of Arabica Coffee price in the
second quarter of 2014-15. However, Vietnam who are one of
the biggest producers of Robusta coffee recorded a bumper
coffee crop. The escalation of the Robusta price was therefore
comparatively less.
Your Companys business is dependent on the demand and

supply in the international and domestic coffee markets; this
is in turn dependent on the world coffee production, stocks
held by the producing countries and the economic situations
prevailing in the importing countries.
The ICO has estimated the total coffee production in the

exporting countries at 142 million bags during 2014 as against
147 mn bags in the previous year. India contributes close to 5
million bags or 4% of the World Coffee production.
The Arabica futures market prices witnessed wild fluctuations

during the year. The prices which opened at around 175 cents/
lb in April 14, dropped to 167 cents/lb in December 14. It
continued its downward trend and touched 133 cents/lb in
March 15. The Robusta market prices which started at 2024
$/MT in April 14 witnessed a drop to a low of 1835 $/MT in
December and touched 1729 $/MT levels in March 15.
As regards Curing Works operations, the Industry continues

to face stiff competition. The Companys Coffee Curing Unit
at Kushalnagar, the oldest of its kind in the Country, has been
upgraded periodically and the machinery is equipped to
handle not only the in-house Curing/Processing requirement
of the Company but also that of third parties and to cater to
Exports/Direct sale to the ultimate user. This Unit is certified
for conformity with various International Standards viz.
ISO 9001:2008, SA 8000:2008, Utz Kapeh Certificate, R.A.
Certificate, and Organic Coffee Processing. The continued
pooling of Coffee by some of the Large and Small Growers
is a testimony of the trust and confidence reposed on the
Company by the Private Planters over the years.
The Company has its own well equipped R&D department for
carrying out various analytical exercises for ensuring quality
output. The management of effluents at the Companys pulp
house continues to get utmost importance.
White stem borer is a major threat being faced by the Arabica

growers across the industry. Our Company, in addition to
regular tracing and chemical control, has entered into a
collaborative research with M/s. Tata Chemicals & M/s. Rallis
India, to find out an eco-friendly long lasting solution for this
dreaded pest. The outcome of their initial trials is encouraging
and the research work is in progress.
The consumption in the exporting countries continues to

increase significantly. The total consumption grew at the rate
of 2.7% in the year 2014-15. The domestic coffee consumption
has also been growing steadily over the years.
In the domestic scenario, there has been an increase in the

production of Robusta Coffee and pepper for the Financial
Year 2014-15 and in the case of Arabica, which has witnessed
lower production being a biennial off year.
The market for certified coffee continues to grow at a good

rate. The market condition was challenging during the year
under review for Instant Coffee due to a dip in Russian market
volumes due to their economic conditions and margins were
under severe pressure. To maintain volumes, the Company
has embarked upon dynamic marketing strategies and has
made successful forays into African and Mid East markets; It is
confident of posting better sales volumes in the coming years.
The global soluble coffee market in developing countries is

estimated to grow at around 3 % and the market size is around
7,70,000 Metric Tonnes. Much of the projected growth is
expected to be from the emerging Asian consumers, followed
by consumers in Africa and the Middle East.
Tea continues to be the most popular and widely consumed

beverage in India and around the world. Its consumption
continues to grow globally at around 2% annually. India, China
and Srilanka have long dominated the world tea production.
India is the second largest producer of tea and contributes to
about 30% of the global tea production, which is estimated to
be around 2500 M. Kgs. The Indian tea production was about
1200 M Kgs during 2014-15.
73
Vagaries of nature are another threat, since the entire

plantation industry is dependent on nature. Continuous
heavy rainfall, long drought and high day temperature during
summer months are the critical factors affecting production of
plantation crops. Our Company has introduced an innovative
method of rain water harvesting to improve the water table at
the ground level and water storage capacity to mitigate the
risk of failure of natural showers.
being made to retain the existing work force and also attract
new hands by introduction of production linked incentive
system, lucrative welfare measures such as housing, medical,
education, child care, reward & recognition etc.

Shortage of skilled labour is a big challenge for the plantation

industry, with the younger generation migrating to cities and
towns looking for alternate employments. Our Company has
been increasingly concentrating on labour saving devices and
mechanization of critical cultural operations. Efforts are also
Trespassing of wild animals such as Elephants, Tigers, Bison etc.,

into plantation and coming in contact with human beings is
another threat. Our Company has taken all measures to prevent
man-animal conflict. The Wildlife Cell functioning from Head
Office has been conducting regular awareness programmes
across all estates and a system is in place to pass on instant
information through SMS to all concerned on the movement
of wild animals in the work area. In addition, the Wildlife Cell
is also actively involved in protecting the endangered and
nature-friendly species such as Snakes, Birds etc., by closely
liaising with the Forest Dept.
C. Segment-wise or Product-wise Performance:

Major Product Wise Turnover:
2014-15
Quantity
(in Tonnes)
Coffee:
Cured
Instant
R&G
Tea
Pepper
Estate Supplies
Value
(` in Lakhs)
7,048
7,630
385
6,004
710
13,335.51
33,621.06
1,164.94
5,900.74
3,932.25
3,476.68
D. Outlook:

We produce and market a bouquet of Premium Differentiated

Coffees like Estate Specific, Washed Arabica and Robusta,
Specialty, Monsooned and Certified.
Premium Differentiated coffees are at the heart of our business

strategy. They symbolise our drive towards moving away from
commoditisation and closer to the consumer experience.
Our Companys thrust towards improving quality of end

produce has been a top agenda and our winning of Best Awards
at the Flavour of India Fine Cup Award Cupping competition
year-after-year stands testimony to our efforts in this direction.
The recent addition of latest state-of-the-art Coffee processing
machineries imported from Brazil and Columbia should help
the Company in increasing our market share in the Specialty
Coffee segment at the international markets.
74
Our Companys thrust towards rainwater harvesting is

focused on the creation of additional capacity to cover the
entire backing irrigation for Robusta and Pepper. Presently
backing irrigation to Robusta and Blossom irrigation to
Arabica is also being provided to the extent possible,
2013-14
Quantity
(in Tonnes)
8,080
6,497
403
6,483
1,146
Value
(` in Lakhs)
12,520.08
31,579.01
1,046.50
7,336.39
4,526.92
3,251.42
depending on availability of water in the tanks. Efforts are

on way to further increase the capacity of irrigation tanks, so
as to increase the coverage of backing irrigation to Robusta
and Blossom irrigation to Arabica.

With the receipt of natural showers during March 15, the

Coffee bushes and Pepper vines are looking healthy and the
crop prospects for 2015-16 appear to be normal as of now.
Pepper vines are being irrigated regularly during summer
months to prevent moisture stress and set-back in crop setting.
With our continued thrust on producing quality coffee and

increasing the production of specialty coffee, we should be
able to increase our share in international coffee market.
The Companys thrust towards community service as a good
corporate citizen has been continuing.
The Instant Coffee Division will strive to hone the operational

excellence and customer centricity initiatives bringing in
global standards and best practices to attain sustainable
growth. New product development and packaging solutions
fastened with continual improvement and innovation will
be the driving factors of this Division.
Company Overview
Quality teas will continue to sell well and command a good

premium in the domestic markets. The outlook for good
liquoring teas is promising and is expected to have a strong
demand. The plainer teas could come under pressure, and will
depend on the Crops to be seen in the year 2015-16.
E.
Internal
Control
Systems,
Management and their adequacy:
The Company has adequate system of Internal Controls

and Risk Management which are commensurate with its
size and nature of operations. They have been designed to
provide reasonable assurance with regard to recording and
providing reliable financial information, complying with
applicable statutes, safeguarding of assets from unauthorized
use or losses, authorization of transactions and adherence to
corporate policies.
The Internal Controls and Risk Management systems are

duly checked for their adequacy by carrying out regular and
exhaustive internal audits. The Company has appointed
leading firms of Chartered Accountants to carry out the
internal audit of the Companys various divisions. The audit is
carried out through an internal audit plan, which is reviewed
each year in consultation with the Audit Committee which
reviews of adequacy of Internal Control Checks in the system
and covers all significant areas of Companys operations
The Companys Audit Committee reviews reports submitted

by the Internal Auditors. Suggestions for improvement are
considered by the Audit Committee. The Management
keeps the Audit Committee appraised periodically on the
implementation status in respect of actionable items.
F.
Financial and Operational Performance:
The Income from Operations showed a healthy improvement

with the top line at ` 683.78 Crores. The Operating Profit of
` 104.20 Crores was 12% lower than the previous years profit
of ` 117.96 Crores. The Profit after tax is ` 101.56 Crores vis-a-vis
` 106.57 Crores in the previous year.
The Instant Coffee Division recorded a higher sales volume

and turnover. However the profitability was impacted due
to economic conditions in importing countries resulting in
margin pressures.
The plantations segment overall had a flat turnover with

profitability getting impacted due to lower crop that were
available for sale during the financial year.
G.
Material
Developments
in
Human
Resources/Industrial Relations front
and number of people employed:

The manpower strength of the Company as on 31st March, 2015

was 6,248 permanent employees including 157 Management
staff across different locations. This does not include the
temporary & contractual workers.
Our efforts is to build capabilities for the workforce continued

through adoption of specific and targeted interventions for
the different categories in the workforce. With respect to the
Management Staff cadre, specific leadership development
programs have been adopted in partnership with the TMTC,
Pune, IIM Ahmedabad and other top-notch institutions. For
our junior officer and Staff cadre, we had conducted several inhouse programs at the specific locations with both internal and
external faculty. The Company adopted various governmental
skill-developmental programs to build and enhance plantation
and shop-floor related skills. The Company continues its
efforts to build further on Reward and Recognition practices
introduced in the earlier years and the same has been deployed
across the company in order to continue to encourage and
foster employee engagement. Training and development
interventions in areas of technical and behavioral needs of
the workforce have been addressed through deployment of
internal and external faculty.
Harmonious industrial relations prevailed at all the units of the

Company during the Financial Year 2014-15 and there was no
labour unrest reported from any of the units. The Company has
successfully renewed the 3 year Wage Settlements with the
various Labour/ Trade Unions across all the business units, namely,
ICD Units at Theni & Toopran and for the Plantations Division,
thereby supporting and sustaining cordial industrial relations.
H.
Cautionary Statement:
Any statements made in this analysis relating to Companys

objectives, expectations, estimates, projections, etc. may be
considered as forward looking statements within the meaning
of applicable securities, laws and regulations; actual results may
differ from such estimates, projections, etc. whether expressed or
implied. Factors which could make a significant difference to the
Companys operations include climatic conditions, market price
in the domestic and overseas markets, changes in Government
regulations and tax laws, economic conditions affecting demand/
supply and other environmental factors over which the Company
does not have any control.
Risk
Statutory Reports
75
Auditors Certificate on Corporate Governance

To
The Members of Tata Coffee Limited.
We have examined the compliance of conditions of Corporate Governance by Tata Coffee Limited (the Company) for the year ended on
31st March 2015, as stipulated in Clause 49 of the Listing Agreement (amended) of the Company with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was carried out in accordance
with the guidance note on certification of Corporate Governance issued by the Institute of Chartered Accountants of India and was limited to
procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It
is neither an audit nor an expression of opinion on the financial statement of the company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with
the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreements.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the Management has conducted the affairs of the Company.
For SNB ASSOCIATES
Chartered Accountants

Place:
Bengaluru

76
S. LAKSHMANAN
Partner
Membership No.: 20045
(Firms Registration No.: 015682N)
Company Overview
Statutory Reports
Independent Auditors Report to the Members of Tata Coffee Limited

Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements
of Tata Coffee Limited (the Company), which comprise the Balance
Sheet as at 31st March, 2015, the Statement of Profit and Loss, the
Cash Flow Statement for the year then ended and a summary of the
significant accounting policies and other explanatory information.
Managements
Responsibility
Standalone Financial Statements
for
the
The Companys Board of Directors is responsible for the matters stated

in Section 134(5) of the Companies Act, 2013 (the Act) with respect
to the preparation of these standalone financial statements that give
a true and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company
and for preventing and detecting frauds and other irregularities; the
selection and application of appropriate accounting policies; making
judgements and estimates that are reasonable and prudent; and
the design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account
the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under
the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on
Auditing specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the financial statements.
The procedures selected depend on the auditors judgement,
including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those
risk assessments, the auditor considers internal financial control
relevant to the Companys preparation of the financial statements
that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the
Companys Directors, as well as evaluating the overall presentation of
the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner
so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company, as at 31st March, 2015, and its profit and its
cash flows for the year ended on that date.
Report on Other
Requirements
1.
Legal
and
Regulatory
As required by the companies (Auditors Report) Order 2015

(the order) issued by the central government of India in terms
of sub-section (11) of Section 143 of the Act, we give in the
annexure a statement on the matters specified in paragraph 3
and 4 of the order, to the extent applicable.
2.
As required by Section 143(3) of the Act, we report that:
(a)
We have sought and obtained all the information and

explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit.
(b)
In our opinion, proper books of accounts as required by

law have been kept by the Company so far as it appears
from our examination of those books.
(c)
The Balance Sheet, the Statement of Profit and Loss, and

the Cash Flow Statement dealt with by this Report are in
agreement with the books of accounts.
(d) In our opinion, the aforesaid standalone financial

statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014.
(e)
On the basis of the written representations received from

the directors as on 31st March, 2015 taken on record by the
Board of Directors, none of the directors are disqualified as
on 31st March, 2015 from being appointed as a director in
terms of Section 164 (2) of the Act.
77
(f)
With respect to the other matters to be included in

the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
(i)
The Company has disclosed the impact of

pending litigations on its financial position in its
financial Statements Refer Note 2.34 and 2.35 to
the financial statements.
(ii)
The Company has made provision as required

under the applicable law or accounting standards,
for material foreseeable losses, if any, on long term
contracts including derivative contracts.
78
(iii)
There has been no delay in transferring amounts

required to be transferred to the Investors
Education and Protection Fund to the extent
legally allowed to be transferred.
For SNB ASSOCIATES
Firms Registration No. 015682N
Place : Bengaluru
Date : 15th May, 2015
S. LAKSHMANAN
Partner
Membership No. 20045
Company Overview
Statutory Reports
Annexure to the Auditors Report of Tata Coffee Limited

The Annexure referred to in our report to the Members of Tata Coffee
Limited for the year ended on 31st March, 2015. We report that,
1.
(i)
The Company is maintaining proper records showing

full particulars, including quantitative details and the
situation of its fixed assets;
(ii)
A major portion of fixed assets has been physically verified by

the management during the year. In our opinion, the frequency
of verification of the fixed assets by the management is
reasonable having regard to the size of the Company and
the nature of its assets. The discrepancies noticed have been
properly dealt with in the books of accounts;
2.
(i)
(ii) In our opinion and according to the information and

explanations given to us, the procedure for physical
verification of inventory followed by the management
are reasonable and adequate in relation to the size of
the Company and the nature of its business;
5.
(iii) In our opinion company has maintained proper records

of inventory. In respect of timber, the Company is in the
Process of developing an inventory and verification system;
In our opinion and according to the information and explanations

provided to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of
its business with regards to purchase of inventory and fixed assets
and for sale of goods and services. During the course of our audit,
no continuing major weakness has been noticed in the internal
control system;
The Company has not accepted any deposits from the public;
6. In our opinion and according to the information and

explanations given to us the Central Government has not
prescribed maintenance of cost records under sub-section (1)
of Section 148 of the Companies Act, 2013 in respect of the
Companys products.
7.
(i)
(ii) As at the Balance Sheet date, the following are the

details of disputed Income Tax, Excise Duty, Customs
Duty, Service Tax, Sales Tax and Cess that have not been
deposited with the concerned authorities;
Disputed
Relevant
amount
Financial
Year
(` in Lakhs)
Central Income 2003 - 04
8.34
2004 - 05
1.91
Tax
2005 - 06
66.96
2011 - 12
366.51
Nature of
Demand
The management has conducted physical verification of

inventory at reasonable intervals;
3. In our opinion and according to the information and

explanations given to us, the Company has neither granted nor
taken any loans, secured or unsecured to/ from the companies,
firms or other parties covered in the register maintained under
Section 189 of the Companies Act, 2013;
4.
applicable statutory dues. No undisputed amount was

outstanding as at 31st March, 2015 for a period of more
than six months from the date they became payable.
As per the records of the company and information

and explanations provided to us, the Company is
generally regular in depositing with appropriate
authorities undisputed amount of Provident Fund,
Investor Education and Protection Fund, Employees
State Insurance, Income Tax, Sales Tax, Wealth Tax,
Service Tax, Customs Duty, Excise Duty, Cess and other
Forum where dispute is

pending
Karnataka High Court
Before ITAT
Before DRP #
#Appeal filed after 31/03/2015.
(iii) There has been no delay in transferring amounts

required to be transferred to the Investors Education
and Protection Fund to the extent legally allowed to be
transferred.
8.
The Company has neither accumulated losses at the end of the

financial year nor incurred cash losses during the year and in the
immediately preceding financial year.
9. Based on our audit procedures and the information and

explanations given by the management, we are of the opinion
that the Company has not defaulted in repayment of dues to
any financial institution, bank or debenture holders;
10. On the basis of the information and explanations given to us
the Company has not given any guarantee for loans taken by
others from bank or financial institutions.
11. During the year, the Company has not taken any term loans.
12. To the best of our knowledge and according to the information
and explanations given to us, having regard to the nature of the
Companys business, no material fraud on or by the Company
was noticed or reported during the year.
For SNB ASSOCIATES
Firms Registration No. 015682N
Place : Bengaluru
S. LAKSHMANAN
Partner
79
Balance Sheet
Note
Equity and Liabilities

Shareholders Funds

2.02
2.03
Share Capital
Reserves and Surplus
Non-Current Liabilities

Long-term Borrowings
Deferred Tax Liabilities (Net)
Other Long-term Liabilities
Long-term Provisions
Short-term Borrowings
Trade Payables
Other Current Liabilities
Short-term Provisions
2.04
2.05
2.06
2.07
Current Liabilities
2.08
2.09
2.10
2.11
As at
31st March, 2015
1,867.70
65,971.53
1,953.28
2,376.04
301.64
2,735.54
7,731.44
2,217.54
5,583.28
3,962.51
Total
ASSETS
Non-Current Assets
Fixed Assets

Tangible Assets

Intangible Assets

Capital work-in-progress
Non-current Investments
Long-term Loans and Advances
Other non-current assets
Current Assets
Current investments
Inventories
Trade Receivables
Cash & Cash Equivalents
Short-term Loans and Advances
Other Current Assets
2.12
2.12
2.13 A
2.14
2.15
2.13 B
2.16
2.17
2.18
2.19
2.20
Total
31,675.22
485.62
105.13
21,562.83
1,590.83
15.01
88.93
20,233.98
9,203.31
844.15
7,092.61
1,802.88
67,839.23
7,366.50
19,494.77
94,700.50
55,434.64
39,265.86
94,700.50
` in Lakhs
As at
31st March, 2014
1,867.70
58,522.02
60,389.72
3,370.50
1,697.63
236.49
2,412.65
7,717.27
5,997.20
2,380.70
5,964.95
4,959.61
19,302.46
87,409.45
30,709.35
584.25
766.92
14,563.44
1,107.81
8.75
47,740.52
19,717.74
5,342.53
1,357.39
12,172.46
1,078.81
39,668.93
87,409.45
Notes forming part of financial statements
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
N. S. SURYANARAYANAN
Company Secretary
Per our Report of even date

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
80
R. HARISH BHAT
Chairman
Company Overview
Statutory Reports

Note
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
Income

2.21
68,377.74
65,091.63
Other Income
2.22
4,013.85
3,518.07
Total Revenue
72,391.59
68,609.70
Expenses

Cost of Material Consumed
2.23
23,336.93
20,936.80
Purchase of Stock-in-Trade
2.24
3,341.83
3,396.10
Change in Inventories of Finished Goods/Work-in-progress/

Stock-in-Trade
2.25
(1,350.86)
(3,054.62)
Employee Benefits Expense
2.26
15,515.95
13,823.92
Finance Costs
2.27
920.48
491.31
Depreciaton and amortization expense
2,204.21
2,050.74
Other Expenses
14,908.60
16,142.28
2.28
Total Expenses
58,877.14
53,786.53
Profit before exceptional items and taxes
13,514.45
14,823.17
652.04
14,166.49
14,823.17
Exceptional items
2.29
Profit before tax

Tax expenses
Current tax
3,518.52
3,860.12
Excess Tax provision written back
(194.61)
(669.80)
686.54
Deferred tax
Net Profit for the Year
4,010.45
10,156.04
Earning Per Share - Basic & Diluted

Weighted average number of shares
975.84
4,166.16
10,657.01
5.44
5.71
18,67,70,370
18,67,70,370
(Face value of ` 1 each)

(`10 each) (Refer Note No. 2.02)
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
R. HARISH BHAT
Chairman
81
Cash Flow Statement

Year ended
31st March, 2015
` in Lakhs
Year ended
31st March, 2014
A. Cash Flow from Operating Activities:

14,166.49
Profit Before Tax as per P & L Statement
14,823.17
Adjustments For:
Depreciation
Provision for doubtful debts/ advances/ impairment
Investment and Interest Income
Interest/finance Charges
2,204.21
2,050.74
3.38
16.13
(3,960.68)
(3,460.30)
920.48
491.31
Unrealised foreign exchange (gain)/loss
41.57
31.45
(Profit)/loss on sale of fixed assets
12.03
(7.95)
Exceptional Items
(652.04)
Excess provision written back
(377.84)
Operating Profit Before Working Capital Changes:
(1,808.89)
(391.10)
12,357.60
(1,269.72)
13,553.45
Working Capital Changes:

Decrease/(Increase) in Trade Receivables, Loans and Advances
Decrease/(Increase) in Inventories
Increase/(Decrease) in Trade Payables, Liabilities & Provisions
(3,909.16)
(1,529.85)
(516.24)
(1,253.75)
Cash Generated from Operations:

Direct taxes paid
Net Cash Flows from/(used in) Operating Activities before

Exceptional Items
Exceptional Items
Net Cash Flows from/(used in) Operating Activities
(3,797.29)
(5,679.15)
(515.88)
(5,843.02)
6,678.45
7,710.43
(3,758.74)
(3,669.86)
2,919.71
4,040.57
652.04
3,571.75
4,040.57
B. Cash Flow From Investing Activities:

(2,377.19)
(3,647.11)
125.71
106.25
(7,059.08)
Other deposits/ICDs Placed
4,700.00
(2,100.00)
Investment and Interest Income received
4,058.63
3,504.14
Purchase of fixed assets and changes in capital work-in-progress

Sale of fixed assets
Sale/(purchase) of Investments (Net)
Net Cash Flows from/(used in) Investing Activities
82
(551.93)
(2,136.72)
Company Overview
Statutory Reports
Cash Flow Statement

Year ended
31st March, 2015
` in Lakhs
Year ended
31st March, 2014
C. Cash Flow from Financing Activities:

Proceeds from/(repayment of) short-term borrowings
1,734.23
466.54
Proceeds from/(repayment of) long-term borrowings
(1,522.82)
(1,234.78)
Dividends & dividend tax paid
(2,840.65)
(1,638.88)
(920.19)
Interest and finance charges paid
Net Cash from/(used in) Financing Activities

D. Net Increase/(Decrease) in Cash and Cash
Equivalents (A + B + C)
(493.22)
(3,549.43)
(2,900.34)
(529.61)
(996.49)
Cash and Cash Equivalents

Opening Balance
1,208.19
Closing Balance
678.58
Note: Previous years figures have been regrouped/ rearranged wherever necessary to conform to this years classification.
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
2,204.68
1,208.19
R. HARISH BHAT
Chairman
83
Notes On Accounts
Note No. 2.01:
I. General Information

e)
Tata Coffee Limited (the Holding Company) and its subsidiaries

(together the Group) are engaged in the production, trading
and distribution of Coffee, Tea and Allied products. The
Company owns Coffee and Tea Plantations and Instant Coffee
manufacturing facilities in India. The Company exports Coffee
to many countries including CIS countries, Europe and Africa.
The Group has presence in USA through its overseas subsidiary
Consolidated Coffee Inc.
Type of Asset
Estimated
useful Life
Factory Buildings
28
Plant & Machinery - Continuous Process
18
Plant & Machinery - Other than
20
Continuous Process
Furniture & Fittings
15
Motor Vehicles
10
Office Equipments
5
Computers
6
Electrical Installations
20
SIGNIFICANT ACCOUNTING POLICIES

I.
These financial statements have been prepared in accordance

with the Generally Accepted Accounting Principles in India
(Indian GAAP) to comply with the Accounting Standards
specified under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014
and the relevant provisions of the Companies Act, 2013. The
financial statements have been prepared under the historical
cost convention on accrual basis. All Assets and Liabilities are
classified into Current and Non-current generally based on
criteria of realisation/settlement within twelve months period
from the Balance Sheet date.
II.
a)
All income and expenses are accounted on accrual basis.
b)
Sales are recognised on transfer of property in goods

together with risks and rewards i.e. delivery as per terms
of sale or on completion of auction in case of auction
sale. In the case of Rosewood sale, income is recognised
on completion of auction sale and confirmation of
receipt of money by the auctioneer. Export incentives
are estimated and accrued on completion of export
sales.
c)
The sale value of own timber and value added timber

products are credited to revenue. Capital profits on
such sale, including capital profit on value added timber
products determined at estimated market value of actual
timber products, are transferred to General Reserve
No. II through Appropriation account.
d)
Compensation received from Government/ Government

Agencies/ Government Cos. for their, acquisition of
certain rights over the properties, are accounted for
as revenue in the period in which the rights over the
properties have been ceded to such Governmental
Agencies.
84
During the year, the Company had determined the

estimated useful life of its Fixed Assets based on external
technical evaluation as permitted under the provisions
of Schedule II to the Companies Act, 2013 and has
provided depreciation accordingly.
The Company follows Written Down Value method for

providing depreciation for its Coffee estates and Tea
estates in Coorg and Hasan and part of Curing works.
The Straight Line method is being followed for all other
Divisions.
Leasehold improvements are being depreciated over the

lease period. Increase/decrease in value of Fixed Assets
due to Foreign exchange fluctuation is depreciated over
the balance residual life of the Asset.
The benefits for Employees/Executive Directors are

provided in accordance with the revised AS 15 and are
dealt with in the following manner.
f)
Contribution to Provident Fund and Defined

Contribution
Superannuation
Funds
are
accounted on accrual basis.
Post retirement defined benefits including

gratuity, superannuation, and medical benefits
for qualifying employees/whole time directors as
provided by the Company are determined by the
independent actuarial valuation at year end and
charge recognised in the books.
Other employee benefits are accounted for

on accrual basis. Liabilities for compensated
absence are determined based on independent
actuarial valuation at the year end and charge is
recognised in the statement of profit and loss.
Short-term employee benefits are recognised
on an undiscounted basis where as long-term
liabilities are recognised on discounted basis.
Company Overview
Statutory Reports
Notes On Accounts

g)
Transactions in foreign currency are recorded using

the spot rate at the beginning of each fortnight and
exchange differences resulting from settled transactions
are taken in the Statement of Profit and Loss. Year end
balances of monetary items are restated at the yearend exchange rates and the resultant net gain or loss is
recognised in the Statement of Profit and Loss. Premium
or discount on forward contracts where there are
underlying assets/liability are amortised over the life of
the contract.
Gain or loss on hedging instruments in respect of

effective portion of cash flow hedges of highly probable
transactions are recognised in the hedging reserve
account. The portion of the gain or loss on the hedging
instruments if determined to be an ineffective cash flow
hedge is recognised in the Statement of Profit and Loss.
In terms of Para 46 and 46A of AS 11 issued by The

Institute of Chartered Accountants of India, the
exchange difference relating to long-term foreign
currency monetary items in so far as it relates to
acquisition of depreciable capital assets are adjusted to
the cost of the assets and in other cases such differences
are accumulated in Foreign currency Monetary Item
Translation Difference Account.
h)
Deferred tax is recognised using the liability method,

on all timing differences to the extent that it is possible
that a liability or asset will crystallise. Deferred tax assets
are recognised and carried forward only to the extent

that there is a reasonable certainty that sufficient future
taxable income will be available against which such
deferred tax assets can be realised.
III. Balance Sheet

a)
Assets and Liabilities are recorded at cost to the

Company.
b)
Fixed Assets are stated at cost less depreciation. Interest

on qualifying assets (i.e. Assets that take substantial
time to be ready for intended use) is capitalised at
the applicable borrowing cost on the funds used for
acquiring such assets. Roll over charges and exchange
differences, relating to foreign currency borrowings
attributable to Fixed Assets are capitalised. The Fixed
Assets are tested for impairment and wherever required,
provision is made.
c)
Investments of long-term nature are stated at cost. A

provision for diminution in value is made to recognise a
decline, other than temporary. Current Investments are
stated at lower of cost and market value.
d)
Inventories are valued at cost or net realisable value

whichever is lower, cost being determined on weighted
average method. Wind fallen/extracted timber,
Cardamom and other minor produce are valued at net
realisable value. Raw Materials and Stores and Spares are
valued at weighted average cost.
85
Notes On Accounts
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2,500.00
2,500.00
2,500.00
2,500.00
1,867.70
1,867.70
1,867.70
1,867.70
2.02 Share Capital

AUTHORISED*
25,00,00,000 Equity Shares of `1 each
(2,50,00,000 Equity Shares of `10 each)
ISSUED, SUBSCRIBED AND PAID-UP*
18,67,70,370 Equity Shares of `1 each, fully paid
(1,86,77,037 Equity Shares of `10 each, fully paid)
A. Details of Shares held by Holding Company/Subsidaries/Associates:

Name of Share holder
Tata Global Beverages Limited - Holding Company*
As at 31st March, 2015
No. of Shares
% Holding
No. of Shares
% Holding
10,73,59,820
57.48%
1,07,35,982
57.48%
B. Details of Shareholders holding more than 5% shares:

Name of Share holder
C.
No. of Shares
% Holding
No. of Shares
% Holding
10,73,59,820
57.48%
1,07,35,982
57.48%
Reconciliation of number of shares:
Number of shares as at 01.04.2014*
` in Lakhs
As at
31st March, 2015
18,67,70,370
As at
31st March, 2014
1,86,77,037
Add: Shares issued during the year
18,67,70,370
1,86,77,037
* With effect from record date 27th January, 2015, the face value of the Companys shares have been sub-divided from `10 per share to ` 1
per share.
86
Company Overview
Statutory Reports
Notes On Accounts
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
10.41
10.41
14,424.27
14,424.27
119.14
(75.93)
43.21
15.82
103.32
119.14
(16.79)
16.26
(0.53)
(41.63)
24.84
(16.79)
13,155.60
1,100.00
39.69
14,295.29
12,055.60
1,100.00
13,155.60
6,669.00
1,382.29
8,051.29
6,494.00
175.00
6,669.00
832.53
832.53
Balance as on 01.04.2014
Add: Transfer from Alliance Coffee Limited
Add: Net Profit for the year
23,327.86
13.48
10,156.04
33,497.38
16,786.63
10,657.01
27,443.64
Less: Appropriation
Proposed Dividend (` 1.30 per share of `1 each)
Provision for Tax on Dividend
Transferred to General Reserve I/General Reserve II
Net Surplus
(2,428.01)
(494.29)
238.06
(15.79)
(2,482.29)
28,315.06
(2,428.01)
(412.77)
(1,275.00)
23,327.86
Total Reserves and Surplus
65,971.53
58,522.02
2.03 Reserves and Surplus

Capital Redemption Reserve
Securities Premium Account
Hedging Reserve
Add/(Less): Movement for the year
Hedging Reserve
Foreign Currency Monetary Item Translation Difference Account

Add: Movement for the year
General Reserves I
Add: Transferred from Surplus in Statement of Proifit and Loss
Add: Transferred from Alliance Coffee Limited
General Reserves I
General Reserves II
Add: Transferred from Surplus in Statement of Profit and Loss
General Reserves II
Amalgamation Reserves
Surplus in Statement of Profit and Loss
87
Notes On Accounts
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
3,515.91
4,868.50
(1,562.63)
(1,498.00)
1,953.28
3,370.50
2.04 Long-term Borrowings

Secured
Loan from Banks
External Commercial Borrowing
Less: Maturing within the next 12 months
Total
Details of Borrowings:
External Commercial Borrowing is secured by first ranking exclusive charge over the Land, Building and Plant & Machinery of a coffee estate
and a pari pasu charge over immovable and movable fixed assets situated at the Theni Plant. The Loan is repayable in sixteen equal quarterly
instalments commencing from 3rd September, 2013.
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2,627.63
2,092.34
129.37
2,757.00
2,092.34
2.05 Deferred Tax Liabilities (Net)

Deferred Tax Liability
Depreciation and Amortisation
Others
Deferred Tax Asset

98.66
98.66
282.30
296.05
380.96
394.71
2,376.04
1,697.63
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
Deposits
301.64
236.49
Total
301.64
236.49
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
Employee Benefits
2,735.54
2,412.65
Total
2,735.54
2,412.65
Provision for doubtful debts/advances

Employee Benefits
Total
2.06 Other Long-term Liabilities
2.07 Long-term Provisions
88
Company Overview
Statutory Reports
Notes On Accounts
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
5,731.44
5,997.20
2,000.00
7,731.44
5,997.20
2.08 Short-term Borrowings

Secured
Loan from Banks
Working Capital Facilities
Unsecured
Loan from Banks
Total
Working Capital Facilities are secured by hypothecation of Coffee crop, inventories, finished/ semi-finished goods/ receivables of the company.
Part of the working capital facilities is also secured by deposit of title deeds of a coffee estate.
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2.09 Trade Payables

Due to Micro & Small Enterprises ($)
10.66
4.95
Others
2,206.88
2,375.75
Total
2,217.54
2,380.70
$ Includes amounts due beyond a period of 30 days of ` 0.24 Lakhs (` 0.16 Lakhs) and Interest paid/payable ` 0.04 Lakhs (` 0.006 Lakhs)
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
1,562.63
217.83
165.57
8.98
1,336.19
2,292.08
5,583.28
1,498.00
394.44
149.20
8.69
1,337.29
2,577.33
5,964.95
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
282.21
758.00
2,428.01
494.29
3,962.51
687.94
1,430.89
2,428.01
412.77
4,959.61
2.10 Other Current Liabilities

Current Maturities of Long-term Borrowings
Security Deposits/Advances from Customers
Unclaimed Dividends
Interest Accrued but not due
Employee Benefits
Other Payables*
Total
* Includes amount due to Key Management Personnel: ` 3.15 Lakhs
2.11 Short-term Provisions

Employee Benefits
Taxation less advance payment
Proposed Dividend
Tax on Dividend
Total
89
Notes On Accounts
2.12 FIXED ASSETS
` in Lakhs
As at
01.04.2014
Cost
Additions Deductions
As at
As at
31.03.2015 01.04.2014
Depreciation
Net Book Value
For the Deductions
Up to
As at
As at
Year
31.03.2015 31.03.2015 31.03.2014
TANGIBLE
Freehold Land and
Development
Leasehold Land and
Development
Buildings
Water and Sanitary
Installations
Plant & Equipment
Furniture & Fixtures
Computers
Office Equipment
Motor Vehicles
Total Tangibles
INTANGIBLE
Capitalised Software
Total Intangibles
Total
Previous Year
6,945.92
(0.62)
6,945.30
6,945.30
6,945.92
830.15
830.15
0.16
0.16
829.99
829.99
7,827.88
1,055.80
739.99
65.06
(5.97)
(3.85)
8,561.90
1,117.01
2,342.71
495.88
261.02
47.38
(4.87)
(3.03)
2,598.86
540.23
5,963.04
576.78
5,485.17
559.92
1,646.09
24,908.50
649.74
347.46
187.97
1,307.48
45,706.99
267.13
1,641.00
19.67
54.61
11.51
335.03
3,134.00
(13.21) 1,900.01
(257.03) 26,292.47
(2.07)
667.34
(7.32)
394.75
(11.92)
187.56
(213.84) 1,428.67
(515.83) 48,325.16
658.05
10,127.78
478.05
230.77
101.04
563.21
14,997.65
100.86
1,360.00
33.18
37.42
21.82
168.73
2,030.41
(12.46)
746.45 1,153.56
(244.21) 11,243.57 15,048.90
(1.53)
509.70
157.64
(5.62)
262.57
132.18
13.22
136.08
51.48
(119.62)
612.32
816.35
(378.12) 16,649.94 31,675.22
988.04
14,780.72
171.69
116.69
86.93
744.27
30,709.35
885.06
885.06
46,592.05
37,802.15
75.21
75.21
3,209.21
9,230.71
(0.66)
959.61
300.81
(0.66)
959.61
300.81
(516.49) 49,284.77 15,298.46
(440.81) 46,592.05 13,590.25
173.80
173.80
2,204.21
2,050.74
(0.62)
473.99
485.62
584.25
(0.62)
473.99
485.62
584.25
(378.74) 17,123.93 32,160.84 31,293.60
(342.52) 15,298.46 31,293.60
a) Additions include `29.01 Lakhs (`115.73 Lakhs) towards Buildings and ` 141.22 Lakhs (` 699.22 Lakhs) towards Plant & Equipment on
account of exchange differences on Long-term Foregn Currency Loans (Ref Para II(g) of Note 2.01)
b) The following assets are jointly owned/held with the Holding Company :
Freehold Land and Development
` 103.78 Lakhs (Previous Year - ` 103.78 Lakhs)
Buildings

Water and Sanitary Installations

Electrical installations
c) During the year, the Company has with effect from 1st April, 2014 adopted, estimated useful life of fixed assets as stipulated by Schedule
II to the Companies Act, 2013, applicable for accounting periods commencing 1st April, 2014 or re-assessed useful life based on technical
evaluation. Accordingly, the depreciation of ` 15.79 Lakhs (net of Deferred Tax of ` 8.13 Lakhs), on account of assets whose useful life
is already exhausted as on 1st April, 2014 has been adjusted against Retained Earnings. The consequential impact (after considering the
transition provision specified in Part C of Schedule II to the Companies Act, 2013) on the depreciation charged and on the results for year
to date is not material.
90
Company Overview
Statutory Reports
Notes On Accounts
2.13 A - Non-Current Investments
Long-term
Face Value
of each
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
1,60,000
12,602
424.21
6.62
430.83
424.21
6.62
430.83
Nos.
Trade Investment (Fully Paid)

1.
Investments in Equity Instruments
(a) Quoted

Tata Chemicals Limited

Joonktollee Tea & Industries Limited
10
10
(b)

10
10
100
10
3,481
24,748
7,280
0.41
0.92
7.28
8.61
0.41
0.92
7.28
8.61
Subsidiaries
Allliance Coffee Limited
USD 0.01
10
300
50,000
14,065.36
14,065.36
14,065.36
45.51
14,110.87
2.
(i)
(a)

10
16,160
13.13
13.13
13.13
13.13
10
1,00,000
4
20
1
7,044.91
21,562.83
443.96
740.46
21,118.88
10.00
14,563.44
443.96
486.03
14,119.48
10.00
88.93
88.93
88.93
88.93
21,651.76
14,563.44
Unquoted
Chembra Peak Estates Limited
Wartyhully Estates Limited
Southern Scribe Instruments Private Limited
The Cochin Malabar Estates & Industries Limited
Other Investments (Fully Paid)

Investments in Equity Instruments
Quoted
IDBI Bank Limited
(b) Unquoted

Ritspin Synthetics Ltd.

(Net of Provision for Diminution `10 Lakhs)

Coorg Orange Growers Co-operative Society Ltd. *

Tata Coffee Co-operative Stores Limited *

Coorg Cardamom Co-operative Marketing Society Limited *
* Represent Amount less than ` 1,000
100
5
100
(ii) Investment Property-Commercial Property

Aggregate Value of Non-Current Investments
(i) Aggregate Value of Quoted Investments
(ii) Market value of Quoted investments
(iii) Aggregate Value of Unquoted Investments
(iv) Aggregate Provision for Diminution in Value of Investments
2.13 B - Current Investments
Invesment in Mutual Funds

Quoted
HSBC Ultra Short-term Fund (Weekly Dividend)
Aggregate Value of Current Investments
Total
10
8,87,448
91
Notes On Accounts
2.14 Long-term Loans, Advances and Deposits
Unsecured, considered good unless otherwise stated

Capital Advances
Deposits

- Considered Good

- Considered Doubtful
Less: Provision for Doubtful Deposits
Prepaid Expenses
Employee Loans and Advances
Other Advances Considered Good
Other Advances Considered Doubtful
Less: Provision for Doubtful Advances
Total
2.15 Other Non-current Assets
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
18.72
129.45
1,461.11
3.84
1,464.95
3.84
12.34
12.34
Coffee
Others
Raw Material (In Transit)

Coffee
Finished Goods
Tea
Coffee
Instant Coffee
Others
Finished Goods (In Transit)

Instant Coffee
Work-in-Progress
Others
Stock-in-Trade
Tea
Coffee
Others
Total
92
1,590.83
12.34
12.34
911.11
21.92
45.33
1,107.81
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
15.01
15.01
8.75
8.75
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
1,595.01
1,338.66
Deposits given as Lien to Govt. Authorities/Others

Total
2.16 Inventories
Stores and Spare Parts
Raw Material
1,461.11
19.60
91.40
911.11
3.84
914.95
3.84
2,109.76
193.46
1,040.02
597.27
7,407.02
4,881.99
1,678.28
367.96
1.53
361.68
2,303.22
1,040.02
14,564.56
367.96
363.21
20,233.98
3,757.12
163.69
513.40
411.74
7,467.72
4,155.82
886.78
243.83
151.17
8.09
262.16
357.56
3,920.81
513.40
12,922.06
243.83
151.17
627.81
19,717.74
Company Overview
Statutory Reports
Notes On Accounts
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2.17 Trade Receivables

Over six months from the date they were due for payment:
Unsecured

- Considered Good

Less: Provision for Doubtful Receivables
111.45
290.87
402.32
290.87
11.02
288.12
299.14
288.12
111.45
11.02
Other Receivables - Considered Good

Secured
Unsecured*
Considered Doubtful
Less: Provision for Doubtful Debts
2,004.17
7,087.69
9,091.86
1,405.83
3,925.68
5,331.51
9,091.86
9,203.31
5,331.51
5,342.53
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
Total
* Includes Receivable from Related Party ` 90.10 Lakhs
2.18 Cash and Cash Equivalents

(a) Cash and Cash equivalents

(i)

(ii)

(iii)
Balances with Banks

- in current accounts
- in deposit accounts with original maturity less than 3 months
Cash on hand
Remittances in transit
675.28
3.29
0.01
583.41
603.09
21.66
0.03
678.58
(b) Other Bank balances

(i) Unclaimed Dividend Account
Total
165.57
1,208.19
149.20
165.57
844.15
149.20
1,357.39
93
Notes On Accounts
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2.19 Short-term Loans and Advances

Advances - Unsecured
Considered Good
Considered Doubtful
2,028.20
91.71
2,119.91
91.71
1,928.00
94.85
2,022.85
94.85
2,028.20
160.09
4,500.00
Prepaid Expenses
Inter Corporate Deposits
1,928.00
179.81
9,200.00
Other Deposits - Unsecured

Considered Good
Considered Doubtful
Total
404.32
38.00
442.32
38.00
404.32
7,092.61
864.65
38.00
902.65
38.00
864.65
12,172.46
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
92.88
1383.98
326.02
1,802.88
190.83
887.98
1,078.81
2.20 Other Current Assets

Interest Accrued
Export Incentive Receivables
Others
Total
94
Company Overview
Statutory Reports
Notes On Accounts
For the year ended
31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
5,900.74
14,500.45
33,621.06
5,990.08
60,012.33
7,336.39
13,566.59
31,579.01
6,029.73
58,511.72
2.21 Revenue from Operations

Sale of Products
Tea
Coffee
Instant Coffee
Others
Sale of Traded Goods

Tea
Coffee
Others
420.52
3,476.68
3,897.20
412.81
Sale of Services
Other Operating Revenues
Sale of Scrap/waste
Liabilities no longer required written back
Provision for debts and advances write back
Export Incentives
Exchange Fluctuation (Net)
Miscellaneous Income
3,256.30
174.76
374.07
3.77
2,096.52
835.78
601.37
3,256.30
426.09
261.26
383.69
7.41
1,980.74
300.77
4,086.27
68,408.61
30.87
68,377.74
2,933.87
65,127.98
36.35
65,091.63
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
3,121.37
22.07
817.24
53.17
4,013.85
2,319.36
17.33
1,123.61
49.82
7.95
3,518.07
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
Less: Excise Duty

Total
2.22 Other Income

Dividend Income from Investments in Subsidiary
Dividend income from Other Non-Current Investments
Interest Income on Deposits
Rent Received (Net)
Profit on Sale of Fixed Assets (Net)
Total
2.23 Cost of Material Consumed

Material Consumed
Coffee
Packing Materials
Others
Total
18,957.56
3,294.75
1,084.62
23,336.93
23,336.93
16,412.45
3,574.22
950.13
20,936.80
20,936.80
95
Notes On Accounts
For the year ended
31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
2.24 Purchase of Traded Goods
3,341.83
Tea
Coffee
Others
Total
3,341.83
3,341.83
For the year ended

31st March, 2015
3.00
263.02
3,130.08
3,396.10
3,396.10
` in Lakhs
For the year ended
31st March, 2014
2.25
Changes in Inventories of Finished Goods/
Work-in-progress/ Stock-in-trade
Stock as at 1st April
Tea
Coffee
Others
411.74
11,867.37
1,665.76
13,944.87
355.52
8,912.52
1,622.21
10,890.25
Stock as at 31 March
st
Tea
Coffee
Others
Total
597.27
12,289.01
2,409.45
15,295.73
(1,350.86)
For the year ended

31st March, 2015
411.74
11,867.37
1,665.76
13,944.87
(3,054.62)
` in Lakhs
For the year ended
31st March, 2014
2.26 Employee Benefits Expense

Salaries, Wages and Bonus
Contribution to Provident Fund and other Funds
Workmen and Staff Welfare
Total
13,378.38
1,417.17
720.40
11,527.97
1,679.94
616.01
15,515.95
13,823.92
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
148.41
683.94
88.13
920.48
114.41
271.37
105.53
491.31
2.27 Finance Costs

On Fixed Loans
Interest expense
Bank Charges
Total
96
Company Overview
Statutory Reports
Notes On Accounts
For the year ended
31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
1,430.51
3,037.16
4,603.56
410.59
477.03
217.18
54.18
252.57
89.48
994.27
31.99
1,141.01
205.92
3.38
1,947.74
12.03
14,908.60
1,336.34
2,967.93
4,791.88
538.80
630.19
204.39
50.18
269.71
159.36
945.33
34.65
1,033.15
232.76
853.47
16.13
2,078.01
16,142.28
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
2.28 Other Expenses

Contract/Processing Charges
Consumption of Stores and Spare Parts
Power and Fuel
Repairs to Plant and Machinery
Repairs to Buildings
General Repairs
Rent
Rates and Taxes
Advertisement and Sale Charges
Selling Expenses
Excise Duty and Cess
Freight
Insurance
Provision for Doubtful Debts and Advances
Miscellaneous Expenses*
Loss on sale of fixed assets
Total
* Includes CSR Expenses of ` 254.48 Lakhs relating to Financial Year 2014-15
2.29 Exceptional Items

Compensation Received
Total
652.04
652.04
652.04
97
Notes On Accounts
2.30 Amalgamation of Companies:
I.
During the year under review, the Honourable High Court of Karnataka approved the Scheme of amalgamation of Alliance Coffee
Ltd. (ACL) the Companys wholly owned subsidiary with the Company with effect from 1st April 2013; consequently the Assets and
Liabilities of ACL stand vested with the Company from the effective date and ACL stands dissolved without undergoing the process
of winding up.
II.
ACL was engaged in the Marketing of Instant Coffee.
III.
As a consequence of the amalgamation;
a.
The Assets and Liabilities of erstwhile ACL with effect from 1st April 2013, have been incorporated in the Books of Accounts of the
Company as per Pooling of Interest Method as prescribed by AS 14 specified under Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013.
b.
The shares held by the Company in ACL stands cancelled. The difference between the Net Asset value of ACL (`93.31 Lakhs
and Cost of Investment of the Company in ACL of ` 45.51 Lakhs) is adjusted against the Reserves and Surplus in Statement
of Profit and Loss of the Company as provided in the Scheme.
c.
As the effective date of Amalgamation is after the year ended 31.03.2014, the Profit After Tax of ACL for the Financial Year ended
2013-14 amounting to ` 5.37 Lakhs is adjusted against the Reserves and Surplus in Statement of Profit and Loss of the Company.
d.
The Financial Results of the Company for the year ended 31.03.2015 are inclusive of the figures of erstwhile ACL.
2.31 Change in Accounting Policy

The Company, in the current year has accounted for the value of the wind fallen/extracted timber based on Management estimate. This
has resulted in the Profit Before Tax for the Year being higher by `8.30 crores.
2.32 Disclosure Regarding Derivative Instruments:

i.
The Company uses foreign currency hedges to manage its risks associated with foreign currency fluctuations relating to certain firm
commitments and highly probable forecasted transactions. The Company does not use derivative instruments for speculative purposes.
ii.
The following are outstanding Currency Option contracts and other Hedging instruments, which have been designated as Cash
flow Hedges as per the provisions of Hedge Accounting in Accounting Standard -30.
Foreign Currency
U.S Dollar
Forward Exchange Contract for Sale
Forward Cover
Packing Credit Foreign Currency/ Buyers Credit
Interest Swap
Total
Recognised in Hedge Reserve Account
Recognised in Statement of Profit and Loss

98
31st March, 2015

No. of
Notional Fair Value
Contracts amount of Gain/ (Loss)
contracts
Nos.
$ mm
` Lakhs
111
20
22.20
8.97
31.17
153.64
(2.87)
(21.09)
129.68
43.21
86.47
31st March, 2014

No.of
Notional Fair Value
Contracts amount of Gain/ (Loss)
contracts
Nos.
$ mm
` Lakhs
65
4
9.57
1.29
10.86
163.13
42.12
(36.95)
168.30
119.14
49.16
The Foreign Currency exposures that are not hedged by a derivatives instrument or otherwise, aggregates to
USD 6.065 million towards payable (Previous year USD 8.125 million) and USD 0.08 million (Previous year USD 6.10 million)
towards receivables as at the Balance Sheet date.
Company Overview
Statutory Reports
Notes On Accounts
2.33 Disclosure as per AS 15 - Retirement Benefits:
Post Retirement Employee Benefits:

a) Defined Contribution Plans:
The Company operates defined contribution schemes like provident fund and defined contribution superannuation schemes. For
these schemes contributions are made by the Company, based on current salaries, to the recognised funds maintained by the
Company and for certain categories contributions are made to State Plans. In case of provident fund schemes, contributions are
also made by employees. An amount of `1,105.29 Lakhs (Previous Year : `923.61 Lakhs) has been charged to the Profit and Loss
Statement towards defined contribution schemes.
b) Defined Benefit Plans:
i)
Gratuity:

The Company has covered its gratuity liability by a Group Gratuity Policy named Employee Group Gratuity Assurance
Scheme issued by LIC of India. The benefits are determined using the projected unit credit method with actuarial valuation
being carried out at each Balance Sheet date.
Post retirement Benefits:
ii)
The Companys Retired/Continuing Whole time Directors are eligible for certain post retirement defined benefits on meeting
the eligibility criteria and subject to the approval of the Board and is non-funded.
iii)
Medical:

The Companys retired staff/sub-staff, Junior Officers and Management staffs are covered by a Post-Retiral medical benefit
which is being valued based on actuarial valuation and the plan is non-funded.
c) Principal actuarial assumptions:

Particulars
Discount Rate
Rate of Return on Plan Assets
Salary Escalation
Pension Escalation
Annual increase in Healthcare Costs
d)
Gratuity
2015
8.00%
8.00%
7.00%
2014
8.00%
8.85%
7.00%
Post Retirement Benefit

2015
2014
8.00 %
8.85 %
5.00%
5.00%
3.20%
3.20%
Medical
2015
8.00%
8.00%
2014
8.85%
8.00%
Amounts recognised in the Balance Sheet are as follows:
` in Lakhs
Particulars
Present Value of Obligation
Fair Value of Plan Assets
Unfunded Obligation
Net Liability
Gratuity
2015
2014
2015
2014
4,748.05
4,602.89
4,601.66
4,186.16
146.39
416.73
1,287.08
1,218.53
146.39
416.73
1,287.08
1,218.53
Medical
2015
2014
1,038.71
911.68
1,038.71
911.68
99
Notes On Accounts

e)
Amounts recognised in the Statement of Profit and Loss are as follows:

` in Lakhs
Particulars
Current service Cost
Interest Cost
Expected return on Plan assets
Net actuarial loss/(gain) recognised during the
year
Total included in Employee Benefit
Sensitivity
Effect of 1% decrease
Effect of 1% increase
f)
Gratuity
2015
2014
2015
2014
277.14
269.69
101.51
7.99
374.71
331.53
(353.12)
(249.97)
(143.96)
198.87
Medical
2015
2014
53.55
36.52
83.66
76.04
22.62
(84.17)
154.77
550.12
101.51
7.99
159.83
28.39
(141.66)
105.41
(86.74)
94.56
Reconciliation of opening and closing balances of the present value of the obligations:
` in Lakhs
Particulars
Opening defined benefit obligation
Current service Cost
Interest Cost
Net actuarial loss/(gain) recognised during the
year
Benefit Paid
Closing Defined Benefit Obligation
g)
Gratuity
2015
2014
2015
2014
4,602.89
4,144.14
1,218.53
1,232.87
277.14
269.69
101.51
7.99
374.71
331.53
(114.50)
278.08
(392.19)
4,748.05
(420.55)
4,602.89
(32.96)
1,287.08
(22.33)
1,218.53
Medical
2015
2014
911.68
915.06
53.55
36.52
83.66
76.04
22.62
(84.17)
(32.80)
1,038.71
(31.77)
911.68
Reconciliation of opening and closing balances of the fair value of plan assets:
` in Lakhs
Particulars
Gratuity
2015
2014
4,186.16
3,454.25
353.12
249.97
29.45
79.21
425.12
823.28
(392.19)
(420.55)
4,601.67
4,186.16
382.58
339.23
Opening fair value of Plan Assets

Expected Return on Plan assets
Actuarial gain/(loss)
Contribution by employer
Benefits Paid
Closing Fair value of Plan Assets
Actual return on Plan Assets

h) Experience Adjustments:
` in Lakhs
Particulars
Experience adjustment on Plan Liability
Experience adjustment on Plan Assets
100
2015
(220.65)
29.46
2014
293.14
79.21
2013
(15.13)
NA
2012
(141.93)
NA
2011
206.36
NA
Company Overview
Statutory Reports
Notes On Accounts
2.34 Contingent Liabilities:
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
57.00
56.95
2,324.19
78.37
666.48
899.13
1,434.08
82.37
666.48
918.50
146.55
141.59
30.00
10.00
24.68
4.77
69.45
30.00
10.00
25.01
3.69
68.70
10,156.04
18,67,70,370
5.44
1.00
10,657.01
18,67,70,370
5.71
1.00
Estimated amounts of contracts remaining to be executed on capital account and

not provided for
Claims under adjudication not acknowledged as debts:
i)
Demands raised by Income Tax, Excise & Sales Tax Authorities
ii) Labour disputes under adjudication
iii) Claims by Customers/Suppliers
iv) For Bank & other Guarantees
2.35 Litigations:
There is a dispute on account of stamp duty claim on a transfer of property where

the stamp duty amounts are indeterminate.
2.36 Selling expenses includes :

Tata Brand Equity
2.37 Auditors Remuneration includes:

Total
Audit Fees
Taxation Matters
Other Services (incl Service Tax)
Reimbursement of Expenses
2.38 Basic and Diluted Earnings Per Share:
Earnings Per Share has been computed as under:

a) Profit After Taxation (` Lakhs)
b) Weighted Average Number of Equity Shares*
c) Basic and Diluted Earnings Per Share (`) (a)/(b)*
d) Nominal value of share (`)*
With effect from 27th January, 2015 , the face value of the Companys shares has been subdivided from ` 10 per share to ` 1 per share.
Earnings per share for previous year have been computed based on the revised number of shares.
2.39 Value of Materials consumed and Stores & Spares consumed
Imported
Indigenous
(Figures in brackets relate to Previous Year.)
Materials
Value
% of Total
` in Lakhs
Consumption
17,086.98
73%
(12,498.14)
60%
6,249.95
27%
(8,438.66)
40%
23,336.93
100%
(20,936.80)
100%
Stores & Spares

Value
% of Total
` in Lakhs
Consumption
28.29
1%
(12.39)
0%
3,008.87
99%
(2,955.54)
100%
3,037.16
100%
(2,967.93)
100%
101
Notes On Accounts
2.40 Amount remitted in Foreign Currencies on account of
Dividends:

No. of Shareholders

No. of Shares held in lakhs (of ` 10 each)

Net Dividend remitted
Year
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
1.00
7.58
98.62
2013-14 (Final)
1.00
7.58
56.90
2012-13 (Final)
15,665.03
50.31
180.88
14,178.48
282.50
177.46
43,213.06
39,289.67
2,653.16
1,971.45
29.14
19.29
121.73
21.17
92.14
53.13
5.55
0.67
6.22
2.41 C.I.F. Value of Imports:

Raw materials
Spare Parts and Components
Capital goods
2.42 Earnings in Foreign Currency:

a)

b)
FOB Value of Exports

(Includes Exports through third parties
and Export Houses in case of 100% EOU)
Dividend earned in foreign currency - Net of Withholding Tax
2.43 Expenditure in Foreign Currency:

a)
b)
c)
Travelling expenses
Professional Charges
Others
2.44 Pre-operative revenue expenses capitalised :

Staff cost and allowances
Others
Total
2.45 Related Party Transactions:

In accordance with Accounting Standard 18, the disclosures required are given below:
Sl. Nature of transaction
No.
1
2
3
4
5
6
7
8
9
10
102
Subsidiaries
` in Lakhs
Holding Company Key Management
Fellow
Total
Personnel
Subsidiaries/JVs
Current Previous Current Previous Current Previous Current Previous
Year
Year
Year
Year
Year
Year
Year
Year
728.53 2,264.94
1,961.92 1,412.03 2,690.45 3,676.97
3.04
3.04
53.74 111.79
53.74 111.79
566.73 413.75
566.73 413.75
120.66 105.89
120.66 105.89
(111.56) (84.97)
(111.56) (84.97)
Current Previous
Year
Year
Sale of Goods
Rendering of Services
Purchase of Goods
Director Remuneration
Receiving of Services
Reimbursement of expenses/(income)
Net
Interest Payment
Dividend Paid
1,395.62
Dividend received (Inclusive of TDS)
3,121.37 2,319.36
Outstanding at the year end

Credit
42.32
Debit
4.72
805.20
140.35
1,510.02
1,395.62 805.20
3,121.37 2,319.36
42.32
640.98 1,510.02
786.05
Company Overview
Statutory Reports
Notes On Accounts
Names of related parties and description of relationship
1.
Holding Company
2.
Subsidiaries/JVs

Eight O Clock Holdings Inc.
Eight O Clock Coffee Company
3.
Key Management Personnel
Mr. Hameed Huq, Managing Director (till 31.03.2015)

Mr. M. Deepak Kumar, Executive Director (till 24.10.2014)
Mr. K. Venkataramanan, Executive Director (from 25.10.2014)
Mr. T. Radhakrishnan, Executive Director
Mr. N. S. Suryanarayanan, Company Secretary
4.
Fellow Subsidiary/(s)
OOO Sunty LLC

TGBL GB Ltd.
Tata Starbucks Private Limited
Tata Global Beverages Australlia Pty Ltd.
Comparative figures relating to the previous year have been reclassified wherever necessary to conform to the classification adopted
this year.
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
R. HARISH BHAT
Chairman
103
Consolidated
Financial
Statements
104
Company Overview
Statutory Reports
Independent Auditors Report on Consolidated Financial Statements

To The Members of Tata Coffee Limited
Report on the Consolidated Financial

Statements
We have audited the accompanying consolidated financial
statements of Tata Coffee Limited (hereinafter referred to as the
Holding Company) and its subsidiaries (the Holding Company and
its subsidiaries together referred to as the group) comprising of the
Consolidated Balance Sheet as at 31st March, 2015, the Consolidated
Statement of Profit and Loss, the Consolidated Cash Flow Statement
for the year then ended, and a summary of the significant accounting
policies and other explanatory information, (hereinafter referred to as
the consolidated financial statements).
Managements Responsibility for the

Consolidated Financial Statements
The Holding Companys Board of Directors is responsible for the
preparation of these consolidated financial statements in terms of the
requirements of the Companies Act, 2013 (hereinafter referred to as
the Act) that give a true and fair view of the consolidated financial
position, consolidated financial performance and consolidated
cash flows of the Group in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014. The respective Board of
Directors of the companies included in the Group and its subsidiary
are responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the
assets of the Group and for preventing and detecting frauds and
other irregularities; the selection and application of appropriate
accounting policies; making judgements and estimates that are
reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the consolidated financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or
error, which have been used for the purpose of preparation of the
consolidated financial statements by the Directors of the Holding
Company, as aforesaid.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial
statements based on our audit. While conducting the audit, we have
taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit
report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether the consolidated

financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence
about the amounts and the disclosures in the consolidated
financial statements. The procedures selected depend on the
auditors judgement, including the assessment of the risks of
material misstatement of the consolidated financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Holding
Companys preparation of the consolidated financial statements
that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances but not for the purpose
of expressing an opinion on whether the Holding Company has an
adequate internal financial controls system over financial reporting in
place and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of the accounting policies
used and the reasonableness of the accounting estimates made by
the Holding Companys Board of Directors, as well as evaluating the
overall presentation of the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit
evidence obtained by the other auditors in terms of their reports
referred to in sub-paragraph (a) of the Other Matters paragraph
below, is sufficient and appropriate to provide a basis for our audit
opinion on the consolidated financial statements.
Opinion
In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid consolidated
financial statements give the information required by the Act in
the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the
consolidated state of affairs of the Group, as at 31st March, 2015, and
their consolidated profit and their consolidated cash flows for the
year ended on that date.
Other Matters
(a)
We did not audit the financial statements of the subsidiary,

whose financial statements reflect total assets of ` 51,605.33
Lakhs as at 31st March, 2015, total revenues of ` 1,00,763.99
Lakhs and net cash flows amounting to ` (4,012) Lakhs for the
year ended on that date, as considered in the consolidated
financial statements. These financial statements have been
audited by other auditors whose reports have been furnished
to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and
disclosures included in respect of the subsidiary, and our report
in terms of sub-sections (3) and (11) of Section 143 of the Act,
in so far as it relates to the aforesaid subsidiary is based solely
on the reports of the other auditors.
105
Our opinion on the consolidated financial statements, and our

report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our
reliance on the work done and the reports of the other auditors
and the financial statements certified by the Management.
(e)
On the basis of the written representations received

from the directors of the Holding Company as on
31st March, 2015 taken on record by the Board of Directors
of the Holding Company incorporated in India, none of
the directors of the Holding company, is disqualified as
on 31st March, 2015 from being appointed as a director
in terms of Section 164 (2) of the Act.
(f)
With respect to the other matters to be included in

the Auditors Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:
Report on Other Legal and Regulatory

Requirements
1.
As required by the Companies (Auditors Report) Order, 2015

(the Order), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Act, we give
in the Annexure a statement on the matters specified in
paragraphs 3 and 4 of the Order for the holding company
which is incorporated in India, to the extent applicable.
2.
As required by Section 143(3) of the Act, we report, to the

extent applicable, that:
(a) We have sought and obtained all the information and

explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the
aforesaid consolidated financial statements.
106
(b)
In our opinion, proper books of account as required by

law relating to preparation of the aforesaid consolidated
financial statements have been kept so far as it appears
from our examination of those books and the reports of
the other auditors.
(c) The Consolidated Balance Sheet, the Consolidated

Statement of Profit and Loss and the Consolidated
Cash Flow Statement dealt with by this Report are
in agreement with the relevant books of account
maintained for the purpose of preparation of the
consolidated financial statements.
(d) In our opinion, the aforesaid consolidated financial
statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7
of the Companies (Accounts) Rules, 2014.
i.
The consolidated financial statements disclose the

impact of pending litigations on the consolidated
financial position of the holding company and
its subsidiary Refer Note 2.34 and 2.35 to the
consolidated financial statements.
ii.
The holding company and its subsidiary has made

provision as required under the applicable law or
accounting standards, for material foreseeable
losses, if any, on long-term contracts including
derivative contracts.
iii.
There has been no delay in transferring amounts

required to be transferred to the Investors
Education and Protection Fund to the extent
legally allowed to be transferred.
For SNB ASSOCIATES
Firms Registration No.: 015682N
Place : Bengaluru
S. LAKSHMANAN
Partner
Company Overview
Statutory Reports
Annexure to the Auditors Report of Tata Coffee Limited

undisputed amount of Provident Fund, Investor Education
and Protection Fund, Employees State Insurance, Income
Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty,
Excise Duty, Cess and other applicable statutory dues. No
undisputed amount was outstanding as at 31st March, 2015
for a period of more than six months from the date they
became payable.
The Annexure referred to in our report on Consolidated Financial

Statements to the Members of Tata Coffee Limited for the year ended
on 31st March, 2015. We report that,
1.
(i)
The Company is maintaining proper records showing

full particulars, including quantitative details and the
situation of its fixed assets;
(ii)
A major portion of fixed assets has been physically verified

by the management during the year. In our opinion,
the frequency of verification of the fixed assets by the
management is reasonable having regard to the size of the
Company and the nature of its assets. The discrepancies
noticed have been properly dealt with in the books of
accounts;
2.

(i)
(ii)
In our opinion and according to the information and

explanations given to us, the procedure for physical
verification of inventory followed by the management
are reasonable and adequate in relation to the size of
the Company and the nature of its business;
(iii)
3.

explanations given to us, the Company has neither granted nor
taken any loans, secured or unsecured to/ from the companies,
firms or other parties covered in the register maintained under
Section 189 of the Companies Act, 2013;
In our opinion company has maintained proper records of

inventory. In respect of timber, the company is in the Process
of developing an inventory and verification system;
In our opinion and according to the information and explanations

provided to us, there are adequate internal control procedures
commensurate with the size of the Company and the nature of
its business with regards to purchase of inventory and fixed assets
and for sale of goods and services. During the course of our audit,
no continuing major weakness has been noticed in the internal
control system;
5.
The Company has not accepted any deposits from the public;
6.

explanations given to us the Central Government has not
prescribed maintenance of cost records under sub-section (1)
of Section 148 of the Companies Act, 2013 in respect of the
Companys products.
7.
(i)
(ii)
As per the records of the Company and information and

explanations provided to us, the Company is generally
regular in depositing with appropriate authorities
As at the Balance Sheet date, the following are the details of

disputed Income Tax, Excise Duty, Customs Duty, Service Tax,
Sales Tax and Cess that have not been deposited with the
concerned authorities;
Nature of Relevant
Demand Financial Year
The management has conducted physical verification of

inventory at reasonable intervals;
4.
Central
Income
Tax

2003-04
2004-05
2005-06
2011-12
Disputed
amount
(` in Lakhs)
8.34
1.91
66.96
366.51
Forum where
dispute is pending
Before ITAT
Before DRP #
#Appeal filed after 31/03/2015.
(iii) There has been no delay in transferring amounts

required to be transferred to the Investors Education
and Protection Fund to the extent legally allowed to be
transferred.
8.
The Company has neither accumulated losses at the end of the

financial year nor incurred cash losses during the year and in
the immediately preceding financial year.
9.
Based on our audit procedures and the information and

explanations given by the management, we are of the opinion
that the Company has not defaulted in repayment of dues to
any financial institution, bank or debenture holders;
10.
On the basis of the information and explanations given to us the

Company has not given any guarantee for loans taken by others
from bank or financial institutions;
11.
During the year, the Company has not taken any term loans.
12.
To the best of our knowledge and according to the information

and explanations given to us, having regard to the nature of the
Companys business, no material fraud on or by the Company
was noticed or reported during the year.
Place: Bengaluru
For SNB ASSOCIATES

Firms Registration No.: 015682N
S. LAKSHMANAN
Partner
107
Consolidated Balance Sheet

Note
Equity and Liabilities

Shareholders Funds

Share Capital
Reserves and Surplus
2.02
2.03
As at
31st March, 2015
1,867.70
77,751.87
Minority Interest
Non-Current Liabilities

Long-term Borrowings

Deferred Tax Liabilities

Other Long-term Liabilities

Long-term Provisions
Current Liabilities

Short-term Borrowings

Trade Payables

Other Current Liabilities

Short-term Provisions
2.04
2.05
2.06
2.07
2.08
2.09
2.10
2.11
72,295.26
15,596.25
699.11
2,735.54
13,201.01
10,733.75
16,796.78
3,962.51
Total
ASSETS
Non-Current Assets
Fixed Assets

Tangible Assets

Intangible Assets

Capital work-in-progress
Non-current Investments
Long-term Loans and Advances
Other non-current assets
Current Assets
Current investments
Inventories
Trade Receivables
Cash & Cash Equivalents
Short-term Loans and Advances
2.12
2.12
2.13 A
2.14
2.15
2.13 B
2.16
2.17
2.18
2.19
2.20
Total
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
39,592.72
126,825.09
1,924.99
7,497.48
1,590.83
220.62
88.93
29,333.26
14,996.59
4,248.26
12,529.06
2,551.57
79,619.57
25,759.62
91,326.16
44,694.05
241,399.40
177,651.73
63,747.67
241,399.40
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
108
` in Lakhs
As at
31st March, 2014
1,867.70
67,370.26
69,237.96
22,784.23
78,257.72
13,274.59
776.28
2,412.65
94,721.24
16,033.28
5,654.77
16,349.25
4,959.61
42,996.91
229,740.34
37,183.18
121,651.73
2,896.11
452.57
1,112.84
277.74
163,574.17
83.68
26,837.42
9,555.38
8,563.27
20,047.61
1,078.81
66,166.17
229,740.34
R. HARISH BHAT
Chairman
Company Overview
Statutory Reports
Consolidated Statement of Profit and Loss

Note
` in Lakhs
For the year ended
31st March, 2014
For the year ended

31st March, 2015
Income

2.21
169,141.72
Other Income
2.22
892.48
Total Revenue
Expenses
167,717.01
1,203.79
170,034.20
Cost of Material Consumed
2.23
Purchase of Stock-in-Trade
62,777.94
168,920.80
57,974.81
2.24
3,341.83
3,396.10
Change in Inventories of Finished Goods/Work-in-progress/

Stock-in-Trade
2.25
(3,203.37)
(2,150.92)
Employee Benefits Expenses
2.26
26,657.81
24,327.52
Finance Costs
2.27
3,945.31
3,692.75
5,176.54
4,859.36
45,419.17
52,946.61
Depreciaton and Amortisations (net of amount drawn from

Revaluation Reserve `266.70 Lakhs) (Previous Year `263.24
Lakhs)

2.28
Other Expenses
Total Expenses
Profit before exceptional items and taxes
Exceptional items
2.29
Profit before tax
144,115.23
145,046.23
25,918.97
23,874.57
652.04
(10,229.10)
26,571.01
13,645.47
Tax expenses
Current tax
7,756.98
1,132.34
Excess Tax Provision/Charge written back
(194.61)
(669.80)
Deferred tax
1,982.84
Profit after Taxation before Minority Interest
2,823.74
17,025.80
10,359.19
(2,406.18)
Minority Interest
(4,987.23)
194.68
Net Profit
12,038.57
8,147.69
6.45
4.36
18,67,70,370
18,67,70,370
Share of Associates Loss - The Rising Beverages Company LLC
Earning Per Share - Basic & Diluted

Weighted average number of shares
(Face value of ` 1 each) (`10 each) (Refer Note No. 2.02)
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
R. HARISH BHAT
Chairman
109
Consolidated Cash Flow Statement

Year ended
31st March, 2015
A.
` in Lakhs
Year ended
31st March, 2014
Cash Flow from Operating Activities:

26,571.01
Profit Before Tax as per Consolidated Statement of P & L
13,645.47
Adjustments For:
Depreciation & Amortisations
5,176.54
4,859.36
20.32
16.13
9,086.00
(839.31)
(1,146.01)
Interest/Finance charges

Investments in Associates/Joint Venture - Written Off
3,945.31
3,692.75
Unrealised foreign exchange (gain)/loss
41.55
31.45
(Profit)/loss on sale of fixed assets
12.03
(7.96)
Exceptional Items
Excess provision written back
(652.04)
(2,038.91)
Operating Profit Before Working Capital Changes:
5,665.49
(391.10)
32,236.50
16,140.62
29,786.09
Working Capital Changes

Decrease/(Increase) In Trade Receivables, Loans & Advances
(6,265.33)
(178.09)
Decrease/(Increase) In Inventories
(1,858.35)
(3,037.83)
Increase/(Decrease) In Trade Payables, Liabilities & Provisions
4,208.82
(2,840.19)
28,321.64
26,945.90
Direct taxes paid
(5,175.00)
(7,002.65)
Net Cash Flows from/(used in) Operating Activities before

Exceptional Items
23,146.64
19,943.25
652.04
23,798.68
19,943.25
Net Cash Flows from/(used in) Operating Activities

Cash Flow From Investing Activities:
Purchase of fixed assets and changes in capital
work-in-progress
Sale of fixed assets
Capital Advances
Sale/(Purchase) of Investments
Other deposits / ICDs Placed
Net Cash flows from/( used in) Investing Activities
110
375.73
Cash Generated from Operations:
Exceptional Items
B.
(3,914.86)
(6,114.45)
(6,413.60)
88.03
106.98
(7,059.08)
4,700.00
(2,100.00)
937.26
1,184.78
(7,448.24)
(7,221.84)
Company Overview
Statutory Reports
Consolidated Cash Flow Statement

Year ended
31st March, 2015
C.
Cash Flow From Financing Activities:

NCDs Issued/(repaid) during the period
Proceeds from/(Repayment of) short-term borrowings
Proceeds from/(Repayment of) long-term borrowings
Dividend & dividend tax paid
Interest and Finance Charges paid
Net Cash Flows from/(used in) Financing Activities:
D.
` in Lakhs
Year ended
31st March, 2014
Net Increase/(Decrease) In Cash and Cash

Equivalents (A + B + C)
Cash and Cash Equivalents
Opening Balance
Forex gain/(loss) on translation of cash & cash equivalents
Closing Balance
(3,154.45)
(7,586.59)
(5,942.05)
(3,943.24)
470.98
(3,733.16)
(4,070.49)
(3,856.37)
(20,626.33)
(11,189.04)
(4,275.89)
1,532.37
8,414.07
(55.49)
4,082.69
5,344.11
1,537.59
8,414.07
Note: Previous Year figures have been re-grouped/re-arranged wherever necessary to conform to this years classification.
K. VENKATARAMANAN
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
R. HARISH BHAT
Chairman
111
Consolidated Notes On Accounts

Note No. 2.01 NOTES ON CONSOLIDATED FINANCIAL
STATEMENTS
i)
The financial statements of the Holding Company

and all subsidiaries are prepared according to
uniform accounting policies, in accordance with
generally accepted accounting policies in India.
ii)
The financial statements of the Holding Company

and its subsidiary companies have been combined
on a line-by-line basis by adding together like
items of assets, liabilities, income and expenses.
The intra-group balances, intra-group transactions
and unrealised profits or losses thereon have been
fully eliminated.
iii)
Companys interest in the Joint Venture is accounted

for using proportionate consolidation method.
iv) The financial statements of the Subsidiaries

used in consolidation are drawn up to the same
reporting date as that of the Holding Company.
v)
I. General Information

Tata Coffee Limited (the Holding Company) and its subsidiaries

(together the Group) are engaged in the production, trading
and distribution of Coffee, Tea and Allied products. The
Company owns Coffee and Tea Plantations and Instant Coffee
manufacturing facilities in India. The Company exports Coffee
to many countries including CIS countries, Europe and Africa.
The Group has presence in USA through its overseas subsidiary
II.
These financial statements have been prepared in accordance

with the Generally Accepted Accounting Principles in India
(Indian GAAP) to comply with the Accounting Standards
specified under Section 133 of the Companies Act, 2013
read with Rule 7 of the Companies (Accounts) Rules, 2014
and the relevant provisions of the Companies Act, 2013. The
financial statements have been prepared under the historical
cost convention on accrual basis. All Assets and Liabilities are
classified into Current and Non-current generally based on
criteria of realisation/settlement within twelve months period
from the Balance Sheet date.
III. Basis of Consolidation

a) Basis of Preparation
The Consolidated financial statements are prepared in

accordance with Accounting Standard 21 Consolidated
Financial Statements, Accounting Standard 23
Accounting for Associates in Consolidated Financial
Statements and Accounting Standard 27 Financial
Reporting of Interest in Joint Ventures issued by the
Companies (Accounting Standards) Rules, 2006
Subsidiaries included in Consolidation
b)
Name of the Enterprise
c)
Country of
Incorporation
Nature of Business
Shareholding/
Controlling Interest
Alliance Coffee Limited (upto 31.03.2014)
India
Marketing Instant Coffee Powder
USA
Investment
50.08%
Eight O Clock Holdings Inc.
USA
Investment
50.08%
Eight O Clock Coffee Company
USA
Roasted Coffee Beans and R & G Powder
50.08%
100%
Associates included in Consolidation

Name of the Enterprise
The Rising Beverages Company LLC (till 31.12.2013)
RBC Hold Co. LLC (till 31.12.2013)
112
The excess value of the consideration given over

the net value of the identifiable assets acquired
in the subsidiary companies is recognised as
Goodwill under fixed assets and is not being
amortized. Certain intangible assets, which are
appearing in the Subsidiary books, as at the
date of acquisition, are included in Goodwill,
as the same do not qualify as Intangibles under
Accounting Standard - 26 Intangible Assets
issued by the Institute of Chartered Accountants
of India. Subsequent to the acquisition, the
subsidiary has revalued these assets and this
revaluation has been ignored for the purpose of
consolidation. To the extent the subsidiary has
provided depreciation on the revalued portion
of these assets, an equivalent amount has been
considered as Impairment of Goodwill.
Country of
Incorporation
USA
USA
Nature of Business
Health Drinks
Investment
Shareholding/
Controlling Interest
47.30%
47.30%
Company Overview
Statutory Reports

Fixed Assets due to Foreign exchange fluctuation
is depreciated over the balance residual life of the
Asset.
IV. SIGNIFICANT ACCOUNTING POLICIES

i)
a)
All income and expenses are accounted on

accrual basis.
b)
Sales are recognised on passing of property in

goods together with risks and rewards i.e. delivery
as per terms of sale or on completion of auction in
case of auction sale. In the case of Rosewood sale,
income is recognised on completion of auction
sale and confirmation of receipt of money by the
auctioneer. Export incentives are estimated and
accrued on completion of export sales. In the case
of a subsidiary, sales are recognised when risk of
loss and title have transferred to the customer,
which is typically upon receipt of the product
by the customer. Provisions for sales returns and
other allowances are recorded based on the past
experience.
c)
d) Compensation received from Government/

Government Agencies/ Government Cos. for their
acquisition of certain rights over the properties,
are accounted for as revenue in the period in
which the rights over the properties have been
ceded to such Governmental Agencies.
e)
f)
Depreciation on Fixed Assets is provided over the

estimated useful life of the asset. as permitted
under the provisions of Schedule II to the
Companies Act, 2013, based on the following
method:
Method followed
WDV
Contribution to Provident Fund and

Defined Contribution Superannuation
Funds are accounted on accrual basis
Post retirement defined benefits including

gratuity, superannuation, and medical
benefits for qualifying employees/whole
time directors as provided by the Company
are determined by the independent
actuarial valuation at year end and charge
recognised in the books.
Other employee benefits are accounted for

on accrual basis. Liabilities for compensated
absence are determined based on
independent actuarial valuation at the
year end and charge is recognised in the
statement of profit and loss. Short-term
employee benefits are recognised on an
undiscounted basis where as long-term
liabilities are recognised on discounted basis.
g)
Transactions in foreign currency are recorded

using the spot rate at the beginning of each
fortnight and exchange differences resulting from
settled transactions are taken in the Statement of
Profit and Loss. Year end balances of monetary
items are restated at the year-end exchange rates
and the resultant net gain or loss is recognised
in the Statement of Profit and Loss. Premium or
discount on forward contracts where there are
underlying assets/liability are amortised over the
life of the contract.
Gain or loss on hedging instruments in respect

of effective portion of cash flow hedges of highly
probable transactions are recognised in the hedging
reserve account. The portion of the gain or loss on
the hedging instruments if determined to be an
ineffective cash flow hedge is recognised in the
Statement of Profit and Loss.
In terms of Para 46 and 46A of AS 11 issued by

The Institute of Chartered Accountants of India,
SLM
Leasehold improvements are being depreciated

over the lease period. Increase/decrease in value of
The Employee benefits are provided in accordance

with the revised AS 15 and are dealt with in the
following manner.
The sale value of own timber and value added

timber products are credited to revenue. Capital
profits on such sale, including capital profit on
value added timber products determined at
estimated market value of actual timber products,
are transferred to General Reserve No.II through
Appropriation account.
Divisions
Coffee Estates and Tea
Estates in Coorg and
Hassan & Part of Curing
works
Others

113

the exchange difference relating to long term
foreign currency monetary items in so far as it
relates to acquisition of depreciable capital assets
are adjusted to the cost of the assets and in other
cases such differences are accumulated in Foreign
currency Monetary Item Translation Difference
Account.

The income and expenditure of overseas

subsidiaries are translated at the average monthend exchange rates. Year-end balances of all
assets and liabilities are translated at the year-end
exchange rates. Exchange differences arising on
re-translation at year-end exchange rates, of the
net investment in foreign undertakings, are taken
to reserves.
Deferred tax is recognised using the liability

method, on all timing differences to the extent
that it is possible that a liability or asset will
crystallise. Deferred tax assets are recognised and
carried forward only to the extent that there is a
reasonable certainty that sufficient future taxable
income will be available against which such
deferred tax assets can be realised.
h)
114
i)
The costs incurred for obtaining financing

are deferred and amortised using the
effective interest method over the life of the
related financing agreements and charged
to interest expenses.
ii)
Balance Sheet
a) Assets and Liabilities are recorded at cost to

the Company.
b)
Fixed Assets are stated at cost less
depreciation. Interest on qualifying assets
(i.e. Assets that take substantial time to
be ready for intended use) is capitalized
at the applicable borrowing cost on the
funds used for acquiring such assets. Roll
over charges and exchange differences
relating to foreign currency borrowings
attributable to Fixed Assets are capitalised.
The Fixed assets are tested for impairment
and wherever required, provision is made.
c) Investments of long-term nature are stated

at cost. A provision for diminution in value
is made to recognise a decline, other than
temporary. Current investments are stated
at lower of cost and market value.
d)
Inventories are valued at cost or net
realisable value whichever is lower, cost
being determined on weighted average
method. Wind fallen/extracted timber,
Cardamom and other minor produce
are valued at net realizable value. Raw
Materials and Stores and Spares are valued
at weighted average cost and in one
Subsidiary on FIFO basis.
Company Overview
Statutory Reports

` in Lakhs
As at
31st March, 2015
As at
31st March, 2014
2,500.00
2,500.00
2,500.00
2,500.00
1,867.70
1,867.70
1,867.70
1,867.70
2.02 SHARE CAPITAL

AUTHORISED*
25,00,00,000 Equity Shares of `1 each
(2,50,00,000 Equity Shares of `10 each)
ISSUED, SUBSCRIBED AND PAID-UP*

18,67,70,370 Equity Shares of `1 each, fully paid
(1,86,77,037 Equity Shares of `10 each, fully paid)
A. Details of Shares held by Holding Company/Subsidiaries/Associates:

Name of Shareholder
No. of Shares
% Holding
No. of Shares
% Holding
10,73,59,820
57.48%
1,07,35,982
57.48%
B. Details of Shareholders holding more than 5% shares:

Name of Shareholder
Tata Global Beverages Limited*
C.
No. of Shares
% Holding
No. of Shares
% Holding
10,73,59,820
57.48%
1,07,35,982
57.48%
Reconciliation of number of shares:

As at
31st March, 2015
As at
31st March, 2014
18,67,70,370
1,86,77,037
Add: Shares issued during the year
18,67,70,370
1,86,77,037
* With effect from record date 27 January, 2015, the face value of the Companys shares have been sub-divided from ` 10 per share to ` 1
per share.
th
115

As at
31st March, 2015
2.03 RESERVES AND SURPLUS

Capital Subsidy Reserve
Capital Redemption Reserve
Revaluation Reserve
` in Lakhs
As at
31st March, 2014
10.41
10.41
259.97
33.84
293.81
523.21
(263.24)
259.97
14,424.27
14,424.27
6,051.74
980.76
7,032.50
4,146.81
1,904.93
6,051.74
(20.13)
(27.48)
(47.61)
15.77
(35.90)
(20.13)
(16.79)
16.26
(0.53)
(41.63)
24.84
(16.79)
13,155.60
1,100.00
39.69
14,295.29
12,055.60
1,100.00
13,155.60
6,669.00
1,382.29
8,051.29
6,494.00
175.00
6,669.00
832.53
832.53
Add: Net Profit after tax transferred from Statement of Profit and Loss
26,003.66
12,038.57
38,042.23
21,971.75
8,147.69
30,119.44
Less: Appropriation
Proposed Dividend (` 1.30 per share of `1 each)
Provision for Tax on Dividend
Transfer to General Reserve No. I and General Reserve No. II
Net Surplus in the Statement of Profit and Loss
(2,428.01)
(494.29)
238.06
(15.79)
(2,482.29)
32,859.91
(2,428.01)
(412.77)
(1,275.00)
26,003.66
Total Reserve and Surplus
77,751.87
67,370.26
Add/(Less): Movement during the year
Revaluation Reserve
Securities Premium Account

Exchange Fluctuation Reserve
Add: Addition during the year
Exchange Fluctuation Reserve
Hedging Reserve
Hedging Reserve

General Reserves Number I

Add: Transferred from Surplus in Statement of Proifit and Loss
Add: Transferred from Alliance Coffee Limited
General Reserves Number I
General Reserves Number II

Add: Transferred from Surplus
General Reserves Number II
Amalgamation Reserves
Surplus/(Deficit) in the Statement of Profit and Loss
116
Company Overview
Statutory Reports

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2.04 Long-term Borrowings

Secured
Loan From Banks
External Commercial Borrowing/Senior Debt
Less: Maturing within the next 12 months
58,234.12
(4,687.39)
53,546.73
63,280.53
(2,995.74)
60,284.79
Unsecured
Loan From Others - Unsecured
Tata Global Beverages Investments Limited
18,748.53
17,972.93
Total
72,295.26
78,257.72
(a) External Commercial Borrowing is secured by first ranking exclusive charge over the Land, Building and Plant & Machinery of a coffee
estate and a pari pasu charge over immovable and movable fixed assets situated at the Theni Plant. The Loan is repayable in sixteen
equal quarterly instalments commencing from September 3, 2013.
(b) Senior Debt are secured by specific security over the assets of overseas subsidiary
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
5,038.07
12,194.05
17,232.12
3,585.29
10,876.62
14,461.91
122.41
1,078.67
434.79
1,635.87
15,596.25
114.84
636.24
436.24
1,187.32
13,274.59
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
699.11
699.11
776.28
776.28
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2,735.54
2,735.54
2,412.65
2,412.65
2.05 Deferred Tax Liabilities (net)

Deferred Tax Liability
Depreciation on Tangible Assets
Amortisation on Intangible and Others
Deferred Tax Asset

Other Assets
Employee Benefits
Total
2.06 Other Long-term Liabilities

Deposits
Total
2.07 Long-term Provisions

Employee Benefits
Total
117

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
5,731.44
5,997.20
2.08 Short-term Borrowings

Secured
Loan From Banks
Working Capital Facilities
Unsecured
Loan From Banks
2,000.00
Loan from Others - Tata Global Beverages Investment Limited

5,469.57
10,036.08
Total
13,201.01
16,033.28
Working Capital facilities are secured by hypothecation of Coffee crop, inventories, finished/semi-finished goods/receivables of the Company.
Part of the Cash Credit funding is also secured by deposit of title deeds of a coffee estate
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
10.66
10,723.09
10,733.75
4.95
5,649.82
5,654.77
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
4,687.39
217.83
165.57
12.73
1,336.19
10,377.07
16,796.78
2,995.74
394.44
149.20
13.48
1,337.29
11,459.10
16,349.25
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
282.21
758.00
2,428.01
494.29
3,962.51
687.94
1,430.89
2,428.01
412.77
4,959.61
2.09 Trade Payables

Due to Micro & Small Enterprises ($)
Other Trade Payables
Total
$ Includes amounts due beyond a period of 30 days of ` 0.24 Lakhs (` 0.16 Lakhs) and Interest
paid/payable ` 0.04 Lakhs (` 0.006 Lakhs)
2.10 Other Current Liabilities

Current Maturities of Long-term Borrowings
Security Deposits /Advances from Customers
Unclaimed Dividends
Interest Accrued but not due
Employee Benefits
Other Payables*
Total
* Includes amount due to Key Management Personnel: ` 3.15 Lakhs
2.11 Short-term Provision

Employee Benefits
Taxation less advance payment
Proposed Dividend
Tax on Dividend
Total
118
Company Overview
Statutory Reports

2.12 Fixed Assets
Cost
As at Additions Deductions/
As at
As at
01.04.2014
Adjustments* 31.03.2015 01.04.2014
` in Lakhs
Depreciation
Net Book Value
For the Deductions/
Up to
As at
As at
Year $$ Adjustments* 31.03.2015 31.03.2015 31.03.2014
TANGIBLE
Freehold Land and Development
6,945.92
(0.62) 6,945.30
6,945.30 6,945.92
Leasehold Land and Development
830.15
830.15
0.16
0.16
829.99
829.99
Buildings
10,189.52 1,242.81
115.58 11,547.91 3,294.67
547.84
39.99 3,882.50 7,665.41 6,894.85
1,055.80
65.06
(3.85) 1,117.01
495.88
47.38
(3.03)
540.23
576.78
559.92
1,646.09
267.13
(13.21) 1,900.01
658.05
100.86
(12.46)
746.45 1,153.56
988.04
Plant & Equipment
37,563.17 3,407.92
316.93 41,288.02 18,065.16 2,178.65
110.16 20,353.97 20,934.05 19,498.01
Furniture & Fixtures
1,161.37
19.67
20.01 1,201.05
747.04
85.67
11.33
844.04
357.01
414.33
Computers
823.74
79.37
14.10
917.21
669.31
70.30
14.18
753.79
163.42
154.43
Office Equipment
383.87
67.62
(0.20)
451.29
235.84
49.24
19.75
304.83
146.46
148.03
Motor Vehicles
1,312.87
335.03
(213.60) 1,434.30
563.21
169.94
(119.59)
613.56
820.74
749.66
Total Tangibles
61,912.50 5,484.61
235.14 67,632.25 24,729.32 3,249.88
60.33 28,039.53 39,592.72 37,183.18
INTANGIBLE
Goodwill on Consolidation
109,641.48
4,731.43 114,372.91 5,236.11

695.77
242.64 6,174.52 108,198.39 104,405.37
Brands/Trademarks
23,963.91
1,034.13 24,998.04 7,349.13

976.53
340.54 8,666.20 16,331.84 16,614.78
Capitalised Software
1,832.23 2,114.66
113.73 4,060.62 1,200.65
521.06
44.05 1,765.76 2,294.86
631.58
Total Intangibles
135,437.62 2,114.66
5,879.29 143,431.57 13,785.89 2,193.36
627.23 16,606.48 126,825.09 121,651.73
Total
197,350.12 7,599.27
6,114.43 211,063.82 38,515.21 5,443.24
687.56 44,646.01 166,417.81 158,834.91
Previous Year
172,998.60 11,396.20
12,955.32 197,350.12 32,339.86 5,122.60
1,052.75 38,515.21 158,834.91
* Adjustments represesents the increase/decrease in value consequent to exchange fluctuation.
$$ includes impairment of Goodwill
a) Additions include ` 29.01 Lakhs (`115.73 Lakhs) towards Buildings and ` 141.22 Lakhs (` 699.22 Lakhs) towards Plant & Equipment on
account of exchange differences on Long-term Foreign Currency Loans (Ref Para IV(g) of Note 2.01)
b) The following assets are jointly owned/held with the Holding Company :
Freehold Land
`103.78 Lakhs (Previous Year - ` 103.78 Lakhs)
Buildings


Electrical installations
c) During the year, the Company has with effect from 1st April, 2014 adopted, estimated useful life of fixed assets as stipulated by Schedule
II to the Companies Act, 2013, applicable for accounting periods commencing 1st April, 2014 or re-assessed useful life based on technical
evaluation. Accordingly, the depreciation of ` 15.79 Lakhs (net of Deferred Tax of ` 8.13 Lakhs), on account of assets whose useful life
is already exhausted as on 1st April, 2014 has been adjusted against Retained Earnings. The consequential impact (after considering the
transition provision specified in Part C of Schedule II to the Companies Act, 2013) on the depreciation charged and on the results for year
to date is not material.
119

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
1,60,000
12,602
424.21
6.62
430.83
424.21
6.62
430.83
3,481
24,748
7,280
0.41
0.92
7.28
8.61
0.41
0.92
7.28
8.61
13,977.65
(13,977.65)
13,399.42
(13,399.42)
Face Value
of each `
Nos
(a) Quoted

Tata Chemicals Limited

Joonktollee Tea & Industries Limited
10
10
(b) Unquoted

Chembra Peak Estates Limited

Wartyhully Estates Limited

Southern Scribe Instruments Private Limited
10
10
100
2.13 A - Non-Current Investments

1. Trade Investments (Fully Paid)
(c) Associate

The Rising Beverages Company LLC

Net dimunition in investment and disposal
2. Other Investments (Fully Paid)

(i) Investment in Equity Instruments
(a) Quoted

IDBI Bank Limited
(b) Unquoted

Ritspin Synthetics Ltd

(Net of Provision for Diminution `10 Lakhs)

Coorg Orange Growers Co-Operative Society Ltd. *

Tata Coffee Co-operative Stores Limited *
Coorg Cardamom Co-operative Marketing Society Limited*
* Represent Amount less than ` 1000
10
16,160
13.13
13.13
13.13
13.13
10
1,00,000
100
5
100
4
20
1
7,044.91
7,044.91
7,497.48
443.96
740.46
7,053.52
13,987.65
452.57
443.96
486.03
8.61
13409.42
88.93
88.93
88.93
88.93
83.68
83.68
83.68
83.68
(ii) Investment Property-Commercial Property

Total
Aggregate value of Non-Current investments

(i)
(ii)
(iii)
(iv)
Aggregate Value of Quoted Investments

Market value of Quoted investments
Aggregate Value of Unquoted Investments
Aggregate Provision for Diminution in Value of Investments
2.13 B - Current Investments

Invesment in Mutual Funds
Quoted
HSBC Ultra Short-term Fund (Weekly Dividend)
Aggregate Value of current Investments
120
10
8,87,448
Company Overview
Statutory Reports

2.14 Long-term Loans, Advances and Deposits
Unsecured, considered good unless otherwise stated

Capital Advances
Security Deposit

- Considered Good

Prepaid Expenses
Employee Loans and Advances
Other Advances - Considered Good

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
18.72
129.45
1,461.11
3.84
1,464.95
3.84
12.34
12.34
12.34
Total
2.15 Other Non-current Assets
Raw Material
Coffee
Others
Raw Material (In Transit)

Coffee
Finished Goods
Tea
Coffee
Instant Coffee
Others
Finished Goods (In Transit)
Instant Coffee
1,590.83
911.16
21.93
45.33
4.97
12.34
17.31
12.34
4.97
1,112.84
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
220.62
220.62
277.74
277.74
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
1,595.01
1,338.67
Deposits given as Lien to Govt. Authorities

Total
2.16 Inventories
Stores and Spare Parts
1,461.11
19.60
91.40
911.16
3.84
915.00
3.84
3,161.55
693.42
1,040.02
597.27
14,954.55
4,881.99
1,678.28
3,854.97
1,040.02
22,112.09
5,181.77
163.69
5,345.46
513.40
513.40
411.74
13,162.75
4,155.81
886.78
18,617.08
243.83
243.83
121
2.16 Inventories (Contd.)

Work-in-Progress
Others
Stock-in-Trade
Tea
Coffee
Others
As at
31st March, 2015
367.96
1.53
361.68
Total
2.17 Trade Receivables

Over six months from the date they were due for payment
Unsecured

- Considered Good

Less: Provision for Doubtful Debts
Other Receivables
Secured - Considered Good

Unsecured - Considered Good*

Less: Provision for Doubtful Receivables
(i)

(ii)

(iii)
Balances with Banks

- in current accounts
- in deposit accounts with original maturity less than 3 months
Cash on hand
Remittances in transit
(b) Other Bank balances
Total
122
(i)
Unclaimed Dividend Account
363.21
29,333.26
As at
31st March, 2015
111.45
290.87
402.32
290.87
2,004.17
12,880.97
61.87
14,947.01
61.87
Total
* Includes Receivable from Related Party ` 90.10 Lakhs
2.18 Cash and Cash Equivalents

(a) Cash and Cash equivalents
367.96
111.45
14,885.14
14,996.59
As at
31st March, 2015
4,078.77
3.91
0.01
165.57
4,082.69
165.57
4,248.26
` in Lakhs
As at
31st March, 2014
151.17
151.17
8.09
262.16
357.56
627.81
26,837.42
` in Lakhs
As at
31st March, 2014
11.02
288.12
299.14
288.12
11.02
1,405.83
8,138.53
42.54
9,586.90
42.54
9,544.36
9,555.38
` in Lakhs
As at
31st March, 2014
7,788.69
603.09
22.26
0.03
8,414.07
149.20
149.20
8,563.27
Company Overview
Statutory Reports

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2.19 Short-term loans and Advances

Advances - Unsecured
Considered Good
Considered Doubtful
6,206.00
91.71
6297.71
91.71
5,278.16
94.85
5373.01
94.85
6,206.00
969.92
396.95
4,500.00
Advance Tax
Prepaid Expenses
Inter Corporate Deposits
5,278.16
3,976.21
377.51
9,200.00
Other Deposits - Unsecured

Considered Good
Considered Doubtful
Total
456.19
38.00
494.19
38.00
1,215.73
38.00
1,253.73
38.00
456.19
12,529.06
1,215.73
20,047.61
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
937.19
1,383.98
230.40
2,551.57
190.83
887.98
1,078.81
2.20 Other Current Assets

Interest Accrued
Export Incentive Receivables
Total
123

For the year ended
31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
2.21 Revenue from Operations

Sale of Products
Tea
Coffee
Instant Coffee
Others
5,900.74
109,121.21
33,621.06
5,990.08
154,633.09
3,897.20
541.48
Sale of Traded Goods

Sale of Services
Other Operating Revenues
Sale of Scrap/waste
Liabilities no longer required written back
Provision for debts and advances write back
Export Incentives
Miscellaneous Income
Less: Excise Duty

Total
7,336.39
112,512.04
31,579.01
6,029.73
174.76
2,035.14
3.77
2,096.52
835.78
4,954.85
157,457.17
3,256.30
426.09
261.26
384.09
7.41
1,980.74
3,980.30
10,100.82
169,172.59
30.87
169,141.72
6,613.80
167,753.36
36.35
167,717.01
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
22.07
817.24
53.17
892.48
22.41
1,123.61
49.82
7.95
1,203.79
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
54,349.48
7,343.84
1,084.62
62,777.94
49,736.20
7,288.48
950.13
57,974.81
2.22 Other Income

Dividend income
Dividend Income - Long-term Investments
Interest Income
Rent Received
Profit on Sale of Fixed Assets (Net)
Total
2.23 Cost of Material Consumed

Material Consumed
Coffee
Packing Materials
Others
Total
124
Company Overview
Statutory Reports

For the year ended
31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
3,341.83
3,341.83
3.00
263.02
3,130.08
3,396.10
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
2.24 Purchase of Traded Goods

Tea
Coffee
Others
Total
2.25 Changes in Inventories of Finished Goods

Stock as at 1st April
Tea
Coffee
Others
411.74
17,562.39
1,665.76
355.52
15,511.24
1,622.21
19,639.89
17,488.97
Stock as at 31st March

Tea
Coffee
Others
Total
597.27
19,836.54
2,409.45
411.74
17,562.39
1,665.76
22,843.26
(3,203.37)
19,639.89
(2,150.92)
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
22,854.22
1,870.47
1,933.12
26,657.81
20,862.29
1,954.73
1,510.50
24,327.52
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
3,173.24
683.94
88.13
3,945.31
3,315.85
271.37
105.53
3,692.75
2.26 Employee Benefits Expense

Salaries, Wages and Bonus
Contribution to Provident Fund and other Funds
Workmen and Staff Welfare
Total
2.27 Finance Costs

Interest

On Fixed Loans

On Other Loans
Bank Charges
Total
125

For the year ended
31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
1,430.51
3,603.63
4,602.91
421.77
614.75
365.10
716.16
365.59
22,839.67
3,449.41
31.99
4,192.18
536.45
22.71
2,214.31
12.03
45,419.17
1,336.34
3,461.76
5,294.11
595.81
873.37
456.68
703.73
408.06
28,509.23
3,232.31
34.65
4,028.38
511.77
853.47
20.12
2,626.82
52,946.61
For the year ended

31st March, 2015
` in Lakhs
For the year ended
31st March, 2014
652.04
652.04
(9,086.00)
(1,143.10)
(10,229.10)
2.28 Other Expenses

Contract/Processing Charges
Consumption of Stores and Spare Parts
Power and Fuel
Repairs to Plant and Machinery
Repairs to Buildings
General Repairs
Rent
Rates & Taxes
Advertisement and Sale Charges
Selling Expenses
Excise Duty and Cess
Freight
Insurance
Provision for Doubtful Debts and Advances
Miscellaneous Expenses*
Loss on sale of fixed assets
Total
* Includes CSR Expenses of ` 254.48 Lakhs relating to Financial Year 2014-15
2.29 Exceptional Items

Expenditure
Loss on Disposal of Invesment of Overseas Associates
One time market research of Overseas Sudsidary
Compensation Received
Total
2.30. The Company, in the current year has accounted for the value of the wind fallen/extracted timber based on Management estimate. This
has resulted in the Profit Before Tax for the Year being higher by `8.30 Crores.
2.31. Reference to Note 2.01 Para III a (v) of the Basis of Consolidation an amount of ` 695.77 Lakhs has been considered as Impairment of
Goodwill during the year (Previous year: `686.70 Lakhs).
2.32. Disclosure regarding Derivatives Instruments:
A.
The Group uses forward exchange contracts to hedge its exposures in foreign currency. All the derivative contract entered by the
Company were for hedging purposes and not for any speculative purpose.
a)
The outstanding forward exchange contracts of foreign currency are:

Type of Contract
Currency
Pair
Forward Contracts Outstanding USD / INR
126
2014-15
Equivalent
Notional
Amount in Amount in
FCY Mn
` Lakhs *
111
22.20 13,873.91
No. of
Contracts
2013-14
Equivalent
Notional
Amount in Amount in
FCY Mn
` Lakhs *
65
9.60
5,733.37
No. of
Contracts
Company Overview
Statutory Reports

b)
The foreign currency exposures not hedged as at the year end are as under :
2014-15
Currency Foreign Currency Equivalent Amount
Pair
in Mn
in ` Lakhs *
USD/INR
9.05
5,655.81
USD/INR
0.44
274.42
USD/INR
14.60
9,121.72
Receivable
Payable
Outstanding Loan ^
2013-14
Foreign Currency Equivalent Amount
in Mn
in ` Lakhs *
7.39
4,427.33
9.42
5,641.34
^ This includes Long-term Borrowing of USD 5.63 mn (PY - USD 8.13 mn).
Details of Interest rate swap which the Group has entered into for hedging its interest rate exposure on borrowing:
B.
Details of Borrowings
Currency
Senior Debts/External Commercial
Borrowing

C.
USD
53.13
33,200.52
2013-14
Foreign Currency Equivalent Amount
in Mn
in ` Lakhs *
56.88
34,073.68
Outstanding position of various commodity derivatives financial instruments:Commodity

Futures & Options
(a) Coffee
(b) Coffee
2014-15
Foreign
Equivalent Amount
Currency in Mn
in ` Lakhs *
Futures
Options
2014-15
Notional Value Equivalent Amount
in USD Mn
in ` Lakhs *
9.06
5,664.22
6.60
4,124.19
2013-14
Notional Value in Equivalent Amount
USD Mn
in ` Lakhs *
2.39
1,432.59
(23.95)
(14,351.28)
* Converted at Year End Exchange Rates.
2.33. Disclosures as per revised AS 15 Retirement Benefits Post Retirement Employee Benefits.

The Post Retirement defined Employee Benefit Schemes are limited to the Holding Company and the disclosures of the same are
covered in Note No. 2.33 of the Standalone Financial Statements.
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
57.00
56.95
2,324.19
78.37
666.48
899.13
1,434.08
82.37
666.48
918.50
2.34 Contingent Liabilities:

Estimated amounts of contracts remaining to be executed on capital account and not
provided for
Claims under adjudication not acknowledged as debts:
i)
Demands raised by Income Tax, Excise & Sales Tax Authorities
ii) Labour disputes under adjudication
iii) Claims by Customers/ Suppliers
iv) Bank & other Guarantees
127

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
294.43
295.85
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
353.38
10.00
24.68
4.77
392.83
348.34
10.00
25.01
3.69
387.04
As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
2.35 Litigations:
i) There is a dispute on account of stamp duty claim on a transfer of property where

the stamp duty amounts are indeterminate.
ii) Product Liability claim not established-amounts indeterminate
2.36 Selling expenses includes:

Tata Brand Equity
2.37 Auditors Remuneration includes:

Total
Audit Fees
Taxation Matters
Other Services
Reimbursement of Expenses
2.38 Basic & Diluted Earnings Per Share:
Earnings Per Share has been computed as under:

12,038.57
8,147.69
a) Profit After Taxation (` Lakhs)
b) Weighted Average Number of Equity Shares
18,67,70,370
18,67,70,370
6.45
4.36
c) Basic & Diluted Earnings Per Share (`) (a)/(b)
1.00
1.00
d) Nominal value of share (`)
th
With effect from 27 January, 2015 , the face value of the Companys shares has been subdivided from `10 per share to ` 1 per share.
Earnings per share for previous year have been computed based on the revised number of shares.
` in Lakhs
As at
As at
31st March, 2015
31st March, 2014
2.39 Disclosure in respect of
a)
Operating Lease

Minimum lease payments outstanding:

Within 1 Year

2 to 5 Years

Over 5 Years
Total
b) Finance Lease

Minimum lease payments outstanding:

Within 1 Year

2 to 5 Years

Over 5 Years

Total
Lease payment recognised in Statement of P & L
(Based on other expenses rate for FY 14/15)
128
800.56
2,790.41
546.21
4,137.18
767.58
2,679.02
523.70
3,970.30
15.00
23.75
38.75
783.15
14.38
37.15
51.53
760.38
Company Overview
Statutory Reports

As at
31st March, 2015
` in Lakhs
As at
31st March, 2014
Staff cost and allowances
5.55
Others
Total
0.67
6.22
2.40 Pre-operative revenue expenses capitalized:
2.41 Segmental Reporting:

PRIMARY SEGMENT
` in Lakhs
PLANTATION
Current
year
VALUE
PRODUCTS
Previous
Current
year
year
ADDED UNALLOCATED
Previous
year
Current
Year
Previous
year
TOTAL
Current
Year
Previous
year
SEGMENT REVENUES
EXTERNAL SALES
30,159.62 30,040.97 139,341.21 138,501.99
491.50
32.12 169,992.33 168,575.08
Less: INTER-SEGMENT SALES
850.61
858.07
850.61
858.07
TOTAL REVENUE
29,309.01 29,182.90 139,341.21 138,501.99
491.50
32.12 169,141.72 167,717.01
SEGMENT RESULTS
6,228.39
7,748.23 22,789.97 19,444.87
29,018.36 27,193.10
INTEREST EXPENSE
(3,945.31) (3,692.75)
UNALLOCATED & EXCEPTIONAL
1,497.96 (9,854.88)
INCOME/(EXPENSE)
PROFIT BEFORE TAX
26,571.01 13,645.47
CAPITAL EMPLOYED
(Segment Assets - Segment Liabilities) 27,249.96 23,602.45 80,340.75 70,820.31 (2,211.52) (2,400.57) 105,379.19 92,022.19
CAPITAL EMPLOYED
27,249.96 23,602.45 80,340.75 70,820.31 (2,211.52) (2,400.57) 105,379.19 92,022.19
CAPITAL EXPENDITURE
1,795.22
1,616.47 4,414.34
4,763.18
137.63
69.65 6,347.19
6,449.30
DEPRECIATION
884.50
837.59 4,066.87
3,804.35
225.17
217.42 5,176.54
4,859.36
NON-CASH EXPENSES
0.63
16.13
22.08
3.99
22.71
20.12
OTHER THAN DEPRECIATION
Notes :
a) Business Segments: The internal business segmentation and the activities encompassed therein are as follows :

i)
Plantation: Includes cultivation, manufacture and sale of Coffee and Other Plantation Crops.

ii)
Value Added Products: Includes Production and Sale of Roasted & Ground and Instant Coffee Products

iii) Unallocated income includes income from investments & exceptional items and expenditure includes expenses incurred on
common services at the Corporate level.
b) The Segment wise revenue, results, assets and liabilities figures relate to the respective amounts directly identifiable to each of the
segments.
The Previous Year figures are regrouped wherever necessary.
129

Geographical revenues are segregated based on the locations of the customers who are invoiced or in relation to which the revenues is
otherwise recognised.
The following table shows the distribution of the Groups sales by geographical locations:
` in Lakhs
Secondary (Geographical) Segments
Current Year
Previous Year
12,416.73
CIS Countries *
14,070.57
31,262.81
22,889.00
USA
100,763.98
102,624.96
India
24,698.20
28,132.48
169,141.72
167,717.01
Rest of the World *
Total
* includes Direct Exports and exports through third parties and through export houses
2.42 Related Party Transactions:
In accordance with Accounting Standard 18, the disclosures required are given below:
Sl. Nature of transaction
No.
Sale of Goods
Rendering of Services
Purchase of Goods
Holding Company
` in Lakhs
Key Management
Personnel
Total
Fellow Subsidiaries/
Fellow JVs /
Associates
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
728.53
2,264.94
1,971.12
1,427.89
2,699.65
3,692.83
128.67
134.40
128.67
134.40
53.74
111.79
53.74
111.79
Purchase of Fixed Assets
Purchase of Investments
Purchase of Current Assets
Directors Remuneration
566.73
413.75
566.73
413.75
Receiving of Services
120.66
105.89
4,064.92
3,187.28
4,185.58
3,293.17
Reimbursement of Expenses/(Income)
- Net
(111.56)
(84.97)
(111.56)
(84.97)
10
Interest Payment
1,206.16
1,360.80
1,206.16
1,360.80
11
Dividend Paid
3,449.13
2,407.12
1,057.87
804.57
4,507.00
3,211.69
12
Loan outstanding at the year end Tata Global Beverages Investments Ltd.
24,218.10 28,009.02 24,218.10 28,009.02
13
Outstanding at the year end
130
Credit
46.07
850.55
892.06
896.62
892.06
Debit
140.35
1,636.26
912.97
1,636.26
1,053.32
Company Overview
Statutory Reports

Names of related parties with whom transactions have taken place and related parties where control exists
1.
Holding Company
2.
Key Management Personnel
Mr. Hameed Huq, Managing Director (till 31.03.2015)
Mr. M. Deepak Kumar, Executive Director (till 24.10.2014)
Mr. K. Venkataramanan, Executive Director (from 25.10.2014)
Mr. T. Radhakrishnan, Executive Director
Mr. N. S. Suryanarayanan, Company Secretary
3.
Associates
RBC Hold Co. LLC (till 31.12.2013)
4.
Fellow Subsidiary/(s)
OOO Sunty LLC
Tata Global Beverages Investments Ltd.
TGBL GB Ltd.
Good Earth Tea Inc.
Good Earth Corporation
Tetley USA Inc.
Tata Global Beverages US Holdings Inc.
Tata Global Beverages Services Limited
Tata Global Beverages Capital Limited
Tata Starbucks Private Limited
Empirical Group LLC
Tata Global Beverages Australlia Pty Ltd.
2.43 Additional Information pertaining to Subsidiaries:

Name of the Entity
Parent

Tata Coffee Limited
Subsidiary
Foreign


Less : Minority Interest

Less : Consolidation Elimination
Total
K. VENKATARAMANAN
Net Assets
As a % of Consolidated
Amount
Net Assets
(` in Lakhs)
Share in Profit or Loss

As a % of Consolidated
Amount
Profit or Loss
(` in Lakhs)
85.20%
67,839.23
58.44%
7,034.66
64.82%
-32.35%
-17.67%
100.00%
51,605.32
(25,759.62)
(14,065.36)
79,619.57
82.99%
-41.43%
9,991.14
(4,987.23)
100.00%
12,038.57
S. SANTHANAKRISHNAN
Director
SANJIV SARIN
Company Secretary

For SNB ASSOCIATES
Place: Bengaluru
S. LAKSHMANAN
Partner
R. HARISH BHAT
Chairman
131
Subsidiary Companies Financial Highlights - 2014/15

` In Lakhs
37434.56
14170.76
160764.26
160764.26
100763.99
15525.88
5534.74
9991.14
0.00
US Dollars
1
Capital
2
Reserves
3
Total Assets
4
Total Liabilities
5
Turnover
6
Profit/(Loss) before Taxation
7
Provision for Taxation
8
Profit After Taxation
9
Proposed Dividend
10 Investment
Reporting Currency
Exchange Rate Used for Conversion :

- Average Yearly Rates for P & L Items

- Year end rates for Balance Sheet Items
Name of the Estate
COFFEE:
KARNATAKA
Anandapur
Balmany
Cannoncadoo
Cottabetta
Coovercolly
Jumboor
Margolly
Nullore
Pollibetta
Sunticoppa
Woshully
Yemmigoondi
COORG
Gubgul
Goorghully
Karadibetta
Merthikhan
Mylemoney
Ubban
HASSAN
Tamil Nadu
Valparai
TEA:
KARNATAKA
Merthikhan
Glenlorna
TAMIL NADU
Pachamalai
Pannimade
Uralikal
Velonie
KERALA
Malakiparai
Grand Total
132
61.11
62.50
Statement of Crop particulars of Coffee (Arabica and Robusta Estates) & Tea
ARABICA
ROBUSTA
Crop M.T. YPH in Kilos
Bearing
Bearing
Bearing
area in
area in
area in
Hectares
Hectares
Hectares
15.00
4.10
102.20
4.20
261.70
329.90
143.10
375.00
1.50
229.60
5.25
49.20
1520.75
3.60
168.77
115.70
78.86
341.63
199.10
907.66
2428.41
17
2
50
3
114
153
60
265
3
77
3
32
779
2
122
39
57
374
124
718
1497
1133
488
489
714
436
464
419
707
2000
335
571
650
512
556
723
337
723
1095
623
791
616
356.70
219.60
198.55
440.38
218.30
0.00
285.10
77.70
314.11
0.00
498.65
512.90
3121.99
125.95
225.05
254.80
25.25
78.90
196.25
906.20
4028.19
669
360
346
623
315
0
543
115
631
0
662
863
5127
279
475
381
39
116
351
1641
6768
1876
1639
1743
1415
1443
0
1905
1480
2009
0
1328
1683
1642
2215
2111
1495
1545
1470
1789
1811
1680
367.58
97
264
233.64
234
1002
2795.99
1594
570
4261.83
7002
1643
TEA
109
245
310
942
2844
3846
301
423
430
411
580
1037
1022
888
1926
2451
2379
2161
530
2448
1391
6170
2626
2520
To,
TSR Darashaw Ltd.
Unit: ( Tata Coffee Limited)
6-10 Haji Moosa Patrawala Industrial Estate,
20 Dr. E. Moses Road, Mahalaxmi,
Mumbai 400 011.
Updation of Shareholder Information

I/ We request you to record the following information against our Folio No.:
General Information:
Folio No.:
Name of the first named Shareholder:
PAN: *
CIN/ Registration No.: *
(applicable to Corporate Shareholders)
Tel No. with STD Code:
Mobile No.:
Email Id:
*Self attested copy of the document(s) enclosed
Bank Details:
IFSC:
MICR:
(11 digit)
(9 digit)
Bank A/c Type:
Bank A/c No.: *
Name of the Bank:

Bank Branch Address:
* A blank cancelled cheque is enclosed to enable verification of bank details
I/ We hereby declare that the particulars given above are correct and complete. If the transaction is delayed because of incomplete or incorrect
information, I/ We would not hold the Company/ RTA responsible. I/ We undertake to inform any subsequent changes in the above particulars
as and when the changes take place. I/ We understand that, the above details shall be maintained by you till I/We hold the securities under the
above mentioned Folio No./ beneficiary account.
Place:
Date:
_______________________
Signature of Sole/ First holder
COFFEE LIMITED
Corporate Identification No.L01131KA1943PLC000833
Corporate Office: No. 57, Railway Parallel Road, Kumara Park West, Bengaluru 560 020.
Ph. No. 080 23560695/97 Fax No. 080 23341843
Registered Office: Pollibetta 571215, South Kodagu, Karnataka , India.
E-mail Address: investors@tatacoffee.com Website: www. tatacoffee.com
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration), Rules, 2014]
Name of the member(s):
E-mail Id:
Registered address:
Folio No/Client Id*:

DP Id*:
*Applicable to shareholders holding shares in electronic form

I/Weofbeing a Member(s) of Tata
Coffee Limited, hereby appoint:
1)
............................................... of ....................................... having e-mail Id
.............................................. or failing him
2)
---------------------------of
.............................................. or failing him
3)
---------------------------- of ....................................... having e-mail Id
....................................... having e-mail Id
.............................................. and whose signature(s) are appended below as my/our proxy to attend and vote (on a poll)
for me /us and on my/our behalf at the 72nd Annual General Meeting of the Company, to be held at the Registered Office of the Company at Pollibetta, Kodagu, on Monday the
3rd August, 2015 at 10.00 A.M. and any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No.
Resolution
For
Ordinary Business
1.
To receive, consider and adopt (a) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2015,
together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the
Company for the Financial Year ended 31st March, 2015, together with the Report of the Auditors thereon.
2.
Declaration of Dividend on Equity Shares.
3.
Re-appointment of Mr. T. Radhakrishnan (DIN: 03527405), who retires by Rotation and being eligible, offers himself for re-appointment.
4.
Re-appointment of Mr. R. Harish Bhat (DIN:00478198) who retires by Rotation and being eligible, offers himself for re-appointment.
5.
Appointment of Auditors.
Special Business
6.
Appointment of Ms. Sunalini Menon as an Independent Director.
7.
Appointment of Mr. V. Leeladhar as an Independent Director.
8.
Appointment of Mr. Siraj Azmat Chaudhry as an Independent Director.
9.
Appointment of Mr. K. Venkataramanan as Director.
10
Appointment of Mr. Sanjiv Sarin as Director.
11.
Appointment of Mr. Sanjiv Sarin as Managing Director and CEO.
12.
Approval of Cost Auditors Remuneration.
Signed this ______ day of ______ 2015.
Against
Please affix
Revenue
Stamp
Signature of Shareholder: _____________________________
Signature of Proxy holder______________________________

Note:
1. This form of Proxy , in order to be effective, should be duly completed and deposited at the Registered Office of the Company, at Pollibetta 571215, South Kodagu, Karnataka, India
not less than Forty-Eight (48) hours before the commencement of the meeting.
2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Annul General Meeting.
COFFEE LIMITED
Corporate Identification No.L01131KA1943PLC000833

Corporate Office: No. 57, Railway Parallel Road, Kumara Park West, Bengaluru 560 020.
Ph. No. 080 23560695/97 Fax No. 080 23341843
Registered Office: Pollibetta 571215, South Kodagu, Karnataka , India.
E-mail Address: investors@tatacoffee.com Website: www. tatacoffee.com
ATTENDANCE SLIP
DP.Id*:
Client Id*:
*Applicable to shareholders holding shares in electronic form
Folio No.
No. of Shares
Name and Address of the Shareholder:
I hereby record my presence at the 72nd Annual General Meeting of the Company held at the Registered Office of the Company at Pollibetta 571 215, Kodagu, Karnataka on Monday,
the 3rd August, 2015 at 10.00 A.M.
Route Map: Tata Coffee, Pollibetta, Coorg (Kodagu)

Landline No. 08274 - 251411
To Virajpet
TATA COFFEE LTD
Registered Office
POLLIBETTA
9 Kms
Gonicoppal
Skanda
Estate
10 Kms
10 Kms
Indian Oil Petrol Bunk

Tithimathi
Tithimathi Police Post
To Madikeri
Forest Camp Post

40 Kms
5 Kms
Important Towns
Hunsur
Do not enter
28Kms
To follow
Point to Point
Yelwal
From Mysore
Junction
X Kms
Approx. Distance
Ooty
Hunsur Highway
To Mysore
Colombia
Asia
Hospital
Mysore
Mysore Ring Road
Note: Map not to scale / Distance mentioned is approximate
140 Kms
Bengaluru
Srirangapatna
Mandya
Corporate Office
No. 57, Railway Parallel Road

Kumara Park West
Bengaluru - 560020
Phone: 080-23560695 / 96 / 97
Fax: 080 23561972

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T H E

Compliance Report on Corporate Governance

Management Discussion & Analysis

Independent Auditors Report

Independent Auditors Report

Consolidated Balance Sheet

Statement of Profit and Loss

Consolidated Statement of Profit and Loss

Cash Flow Statements

Consolidated Cash Flow Statements

Managing Director and CEOs Message

The world of coffee has seen a definitive

ANNUAL REPORT 2014/15

our Company are situated in the Western

The world of coffee has seen a

Our coffee estates are certified to the

Around the world, people are interested in coffee

Executive Vice President, Global Coffee

THE WAVES OF COFFEE

and expand choices for them. Attractive

ANNUAL REPORT 2014/15

Enriching a culture of differentiation

OUR INTEGRATED BUSINESS

Locations across the hills of Coorg,

Offerings include Freeze Dried,

Coffee curing plant at

Locations across Coorg, Chickmagalur

Specialty, Premium, Differentiated, Single Origin

Internationally renowned coffee expert

Integration across the value chain

Our range of premium

ANNUAL REPORT 2014/15

All our plantations are Utz,

Instant Coffee Division

Our Curing Works in Kushalnagar is

Eleven of our plantations are

Our Theni Unit is BRC, IFS,

The Devaracadoo division

Our coffee beans

ANNUAL REPORT 2014/15

Differentiation is in our sustainable

Our coffees are entirely shade grown.

Our cultivation practices conform to

We use scientific cultivation practices

Our coffee estates are located in

Differentiation is in supporting our communities

At Tata Coffee, we are dedicated

We support The Coorg Foundation

We support The Coorg Foundation towards

contribution towards child welfare. We also

Mrs. Ganga Changappa, Director of Swastha,

Girl Child Nutrition Programme beneficiaries at Theni

In Anamallais, we support the

ANNUAL REPORT 2014/15

Differentiation through managing bio-diversity

Our Wildlife Cells help mitigate

At Tata Coffee, we believe that being

Our unique process of intercropping that

Our estates combined with

Differentiation through R&D and quality assurance

Our R&D drives our innovation

Our operations are supported by an

Our R&D laboratory at Pollibetta is recognised

7. Appointment of Mr. V. Leeladhar as an Independent

8. Appointment of Mr. Siraj Azmat Chaudhry as an

9. Appointment of Mr. K. Venkataramanan as a Director.